End User License Agreement

Ugurlabs UG (haftungsbeschraenkt), Duesseldorf, Germany ("Ugurlabs", "we", "us")

PLEASE READ THIS AGREEMENT BEFORE YOU INSTALL OR USE TENUVAULT DESKTOP. BY INSTALLING OR USING AN OFFICIAL BUILD, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE IT.

IN SHORT: YOU USE TENUVAULT AT YOUR OWN RISK. TENUVAULT CHANGES THE MICROSOFT TENANTS YOU POINT IT AT. YOU ARE RESPONSIBLE FOR REVIEWING AND TESTING EVERY CHANGE. WE ARE NOT LIABLE FOR ANY DAMAGES CAUSED BY TENUVAULT, EXCEPT WHERE THE LAW DOES NOT ALLOW LIABILITY TO BE EXCLUDED, AS SET OUT IN SECTION 9.

1. Scope

1.1 This agreement applies to the TenuVault Desktop installers, application packages and updates that we build, sign and distribute, through the GitHub releases of the TenuVault repository, tenuvault.com or the built in updater (each an "Official Build").

1.2 The source code of TenuVault Desktop is licensed separately under the Business Source License 1.1 in the LICENSE file of the source repository. Copies you build yourself from the source code are not Official Builds and are governed by that license only. This agreement does not limit any right the Business Source License grants you. To the extent that license grants you a right, you may exercise it for the code contained in an Official Build instead of relying on this agreement. Sections 2 and 3 of this agreement apply to the extent you rely on this agreement.

1.3 The TenuVault Terms of Use at https://tenuvault.com/terms also apply to your use of TenuVault. If they conflict with this agreement on the use of an Official Build, this agreement prevails.

1.4 Official Builds are intended for professional use by businesses and their administrators. By accepting this agreement on behalf of an organization, you confirm that you are authorized to bind it.

2. License grant

2.1 Subject to this agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right to install and use Official Builds within the limits of your plan:

1. a)Community: free of charge, for one Microsoft Entra tenant owned by your organization, without a license key.
2. b)Pro: for the tenants owned by your organization and the installations covered by your license key, while your subscription or trial is active.
3. c)MSP: for the tenants and installations covered by your license key, while your subscription or trial is active, including the tenants of your customers as part of services you provide to them.

"Your organization" means you, or the legal entity you act for, together with the entities it controls, is controlled by, or is under common control with. Managing a tenant owned by a customer or other third party requires an MSP plan or another commercial license from us.

2.2 The features and limits of each plan are described on https://tenuvault.com/pricing and in the TenuVault documentation.

2.3 When a subscription ends, a tenant owned by your organization falls back to Community as described in the Terms of Use. Tenants of customers or other third parties are no longer covered.

3. Restrictions

You may not, and may not allow anyone else to:

1. a)bypass, disable, patch or otherwise circumvent the license checks, license keys, tenant limits or installation limits of an Official Build;
2. b)share license keys outside your organization, or sell, rent or transfer them;
3. c)modify an Official Build or its installers, or distribute a modified Official Build;
4. d)redistribute, mirror or host Official Builds or their installers for third parties, except for deploying them inside your own organization, for example through Microsoft Intune or Configuration Manager;
5. e)remove or alter copyright, license or trademark notices; or
6. f)use an Official Build in violation of applicable law, including export control and sanctions law.

4. Ownership

Official Builds are licensed, not sold. Ugurlabs and its licensors keep all rights, title and interest in TenuVault, including all copyrights and trademarks. All rights not expressly granted are reserved.

5. Third party components and content

5.1 Official Builds include third party open source components. Their licenses are included with each Official Build and apply to those components.

5.2 Some features load content published by third parties, such as the OpenIntuneBaseline and framework control mappings. That content is provided by its authors under its own license. We do not author or control it and provide it without warranty.

6. Your responsibilities

6.1 TenuVault acts with the delegated permissions of the administrator who signs in. Restores, drift reverts, promotions, baseline deployments and other changes modify your tenant exactly as you choose them.

6.2 You are solely responsible for:

1. a)reviewing every change before you confirm it, and checking the result in your tenant afterwards;
2. b)testing recommended settings and other changes in a non-production tenant or with a pilot group before you apply them to production;
3. c)the app registration, permissions and roles TenuVault uses;
4. d)making regular backups of your tenant configuration, and keeping your backup recovery key safe. Without it, backups cannot be read on another computer or after a reinstall, and we cannot recover it; and
5. e)storing backups and exports securely, as they can contain sensitive configuration values.

6.3 Framework recommendations, including the OpenIntuneBaseline and the CIS Benchmarks, are generic starting points. They are not tailored to your environment and can block sign-ins, apps or devices.

7. License checks, updates and data

Official Builds check licenses with our licensing service and download updates as described in the Terms of Use and the Privacy Policy at https://tenuvault.com/privacy. No tenant configuration data and no Microsoft access token is sent to us. License checks send the license key or a Microsoft ID token, the tenant ID and an installation ID, as described in the Privacy Policy.

8. No warranty

8.1 For Community and any other use free of charge, Official Builds are provided "as is" and "as available", without warranty of any kind, to the extent permitted by law. In particular, we do not warrant that TenuVault, its backups, restores, comparisons, assessments or reports are error free, complete, uninterrupted or suitable for any particular purpose.

8.2 For paid plans, the statutory rights for defects apply. Claims for damages are governed exclusively by Section 9.

8.3 We give no guarantee (Garantie) of any quality or result unless we have expressly given it in writing.

9. Limitation of liability

9.1 We are not liable for any damages caused by TenuVault or by its use, including damage to or loss of tenant configuration, devices, data, access, availability, profits or revenue, except as set out in Sections 9.2 to 9.5.

9.2 Free use. For Community and any other use free of charge, we are liable only for intent (Vorsatz) and gross negligence (grobe Fahrlaessigkeit), and for defects only if we fraudulently concealed them.

9.3 Paid plans. For paid plans, we are liable without limitation only for intent and gross negligence. For slight negligence, we are liable only for breaches of an essential contractual obligation, meaning an obligation whose fulfillment makes the proper performance of this agreement possible in the first place and on whose fulfillment you may regularly rely. In that case, our liability is limited to the damage that was foreseeable and typical for this type of contract at the time it was concluded. Any other liability for slight negligence is excluded.

9.4 Loss of data. Where we are liable for loss of data only because of a slightly negligent breach of an essential contractual obligation under Section 9.3, our liability is limited to the effort that would have been needed to restore the data had you made regular backups and tested changes as required by Section 6.

9.5 Mandatory liability. Nothing in this agreement limits liability for injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz), under a guarantee we have expressly given, for fraudulently concealed defects, or any other liability that cannot be limited or excluded by law.

9.6 These limitations also apply to the personal liability of our managing directors, employees, agents and subcontractors.

10. Term and termination

10.1 This agreement applies for as long as you use an Official Build.

10.2 Your rights under this agreement end automatically if you breach Section 3. Your paid plan rights end when your subscription ends, subject to Section 2.3.

10.3 Sections 4, 8, 9 and 11 survive the end of this agreement.

11. General

11.1 This agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Duesseldorf, Germany. Mandatory consumer protection rules of your country of residence remain unaffected.

11.2 We may update this agreement for future versions of TenuVault. The version included with an Official Build, and published in the source repository when that version is released, applies to that version.

11.3 If any provision of this agreement is invalid, the remaining provisions stay in effect. The resulting gap is governed by the applicable statutory provisions.

11.4 Questions about this agreement: support@ugurlabs.com.