End User License Agreement (EULA) — Microsoft 365 and Teams

Applies to VirtoSoftware applications for Microsoft 365, SharePoint Online, and Microsoft Teams.

Licensor: VirtoSoftware UAB, Penta Technopolis, Ozo g. 12A, LT-08200 Vilnius, Lithuania
Applies to: VirtoSoftware Microsoft 365 / SharePoint Online / Teams (cloud) products
Version: 10.3 — June 8, 2026
Contact: support@virtosoftware.com

Introduction and Acceptance#

This End User License Agreement (the “Agreement” or “EULA”) is a legal agreement between you, as an individual or the legal entity you represent (“you”, “Customer”), and VirtoSoftware UAB (“VirtoSoftware”). It governs your access to and use of VirtoSoftware’s Microsoft 365 cloud applications (each, a “Product” or the “Software”). This is a license, not a sale.

By installing, accessing, subscribing to, or using a Product, or by accepting these terms through Microsoft AppSource, the Microsoft commercial marketplace, or in an order, quote, or subscription record (an “Order”), you agree to be bound by this Agreement, including the warranty disclaimers and limitations of liability below. If you do not agree, do not use the Product. If you accept on behalf of an organization, you represent that you are authorized to bind it.

1. License Grant#

Subject to this Agreement and payment of the applicable fees, VirtoSoftware grants you a non-exclusive, non-transferable, non-sublicensable license to access and use the Product during the paid subscription period set out in the Order (the “Subscription Term”), limited to the number of licensed users or other licensed scope in the Order, for your internal business purposes. A single Product license covers the Microsoft 365, SharePoint Online, and Microsoft Teams surfaces of that Product. VirtoSoftware retains all rights not expressly granted. This license is terminable in accordance with Section 7.

2. Restrictions#

Except to the extent expressly permitted by this Agreement or by mandatory applicable law, you shall not, and shall not permit any third party to:

copy, modify, adapt, translate, or create derivative works of the Product;
reverse engineer, decompile, or disassemble the Product, or otherwise attempt to derive its source code, except to the limited extent such restriction is expressly prohibited by applicable law;
rent, lease, lend, sell, sublicense, distribute, host as a service to third parties, or otherwise make the Product available to anyone other than your authorized users;
remove, alter, or obscure any proprietary notices on the Product;
circumvent or disable any license, usage, security, or technical limitation, or exceed the licensed scope set out in the Order;
use the Product in violation of applicable law or any applicable Microsoft terms governing the underlying platform.

3. Intellectual Property and Ownership#

This Agreement is a license, not a sale. The Product is protected by copyright laws of the European Union and the Republic of Lithuania and by international treaties. All title, ownership, and intellectual property rights in and to the Product, the Documentation, and all copies remain the exclusive property of VirtoSoftware and its licensors. No ownership or intellectual property rights are transferred to you. Any feedback you provide may be used by VirtoSoftware without restriction, obligation, or compensation.

4. Hosting and Architecture (Zero-Access)#

Except for Virto Shared Calendar (Section 12), VirtoSoftware Products operate on a zero-access, stateless processing model. Customer content and data, including personal data (“Customer Data”), is read from and written to your Microsoft 365 tenant. Where Customer Data is transmitted to VirtoSoftware-hosted services on Microsoft Azure to deliver functionality, it is processed transiently in memory (RAM) only, is not written to VirtoSoftware databases or file storage, and is not intentionally retained following completion of processing. Details are set out in the DPA and the product Documentation.

5. Data Protection and Telemetry#

The VirtoSoftware Data Processing Agreement (the “DPA”), available at https://docs.virtosoftware.com/trust-and-security-center/ in the version in effect as of the Order date, is incorporated into and forms part of this Agreement and governs the processing of personal data within Customer Data, for which VirtoSoftware acts as processor and Customer as controller. The VirtoSoftware Privacy Policy applies to data for which VirtoSoftware acts as controller (such as account and telemetry data). VirtoSoftware stores only application metadata necessary for functionality (configuration and user preferences) and pseudonymized usage telemetry retained for a limited period as described in the Privacy Policy, and does not store Customer content data outside your Microsoft 365 tenant (except Virto Shared Calendar, Section 12).

6. Updates and Availability#

VirtoSoftware provides updates and maintenance to the Product automatically as part of the service. The Product runs on and depends upon Microsoft 365, Microsoft Azure, and related services operated by Microsoft; VirtoSoftware does not control, and is not responsible for, the availability or performance of those Microsoft services, including any outages, API changes, feature deprecations, throttling, or other limitations imposed by Microsoft. The Product is provided on a commercially reasonable-efforts basis. VirtoSoftware makes no availability, uptime, or service-level commitment, and any such commitment must be agreed separately in writing.

7. Subscription, Fees, Suspension, and Termination#

The Product is licensed for the Subscription Term and renews as specified in the Order. VirtoSoftware may suspend or terminate access upon non-payment or upon expiry or non-renewal of the Subscription Term. Either party may terminate this Agreement (or a Product license) for material breach uncured thirty (30) days after written notice. Upon termination, your access to the Product ends and personal data is handled as described in the DPA.

8. Confidentiality#

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential, and will use it only to exercise its rights and perform its obligations under this Agreement and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known without obligation of confidence, or is independently developed.

9. Warranties and Disclaimer#

To the maximum extent permitted by applicable law, the Product and Documentation are provided “AS IS” and “AS AVAILABLE”, without warranty of any kind. VirtoSoftware disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Product will be uninterrupted or error-free. Nothing in this Agreement excludes or limits any warranty or remedy that cannot be excluded under applicable mandatory law.

10. Intellectual Property Infringement (Remedies)#

If a third party claims that the Product, as provided by VirtoSoftware and used in accordance with this Agreement, infringes that third party’s patent, copyright, trademark, or trade-secret rights, or if the Product becomes (or in VirtoSoftware’s reasonable opinion is likely to become) the subject of such a claim, VirtoSoftware may, at its option and expense: (a) procure for Customer the right to continue using the Product; (b) modify or replace the Product so that it is non-infringing while remaining substantially equivalent; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected license and refund any pre-paid subscription fees for the unused portion of the Subscription Term.

VirtoSoftware has no obligation to defend Customer against, or to pay any damages, costs, legal fees, or settlement amounts arising from, any such claim. The remedies set out in this Section are VirtoSoftware’s only obligations, and Customer’s sole and exclusive remedy, in respect of any claim that the Product infringes intellectual property rights.

This Section does not apply to claims arising from: (a) modification of the Product by anyone other than VirtoSoftware; (b) combination of the Product with products, data, or processes not provided by VirtoSoftware, where the claim would not have arisen but for the combination; (c) use of the Product other than in accordance with this Agreement or the Documentation; (d) Customer Data; or (e) use of a superseded version where the claim would have been avoided by using an updated version that VirtoSoftware made available.

VirtoSoftware’s obligations under this Section are subject to the aggregate liability cap in Section 11.

11. Limitation of Liability#

To the maximum extent permitted by applicable law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, arising out of or related to this Agreement, even if advised of the possibility.

To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer for the affected Product in the twelve (12) months preceding the event giving rise to the claim.

The exclusions and limitations in this Section do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct or gross negligence; (d) Customer’s material breach of the license scope or restrictions, or willful infringement of VirtoSoftware’s intellectual property rights; (e) Customer’s payment obligations; or (f) any liability that cannot be excluded or limited under applicable mandatory law. VirtoSoftware’s obligations under Section 10 (Intellectual Property Infringement) are subject to the aggregate liability cap in this Section.

Liability under the GDPR and the DPA is addressed in the DPA.

12. Virto Shared Calendar#

Virto Shared Calendar stores calendar data on VirtoSoftware’s Microsoft Azure infrastructure rather than relying solely on the zero-access model. This Agreement applies to Virto Shared Calendar except that Customer Data is stored by VirtoSoftware as described in that product’s Data Storage and Security documentation, and processing of personal data is governed by the separate Virto Shared Calendar DPA addendum, which prevails for that Product. The zero-access statements in Sections 4 and 5 do not apply to Virto Shared Calendar. Customer acknowledges that Virto Shared Calendar uses a different hosting and storage architecture than VirtoSoftware’s other cloud Products.

13. Compliance with Laws (Export, Sanctions, Anti-Bribery)#

You shall comply with all applicable export control, trade sanctions, and embargo laws of the European Union, the Republic of Lithuania, and any other applicable jurisdiction. You represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned territory, and that you are not a person or entity with whom dealings are prohibited under applicable sanctions laws. You shall not use or make the Product available in violation of such laws. Each party shall comply with applicable anti-bribery and anti-corruption laws in connection with this Agreement.

14. Open-Source Components#

The Product may include third-party open-source software, which is licensed under its own applicable open-source license terms. To the extent of any conflict between this Agreement and an applicable open-source license with respect to such components, the open-source license governs those components. Open-source attributions are available from VirtoSoftware on request.

15. Verification of Licensed Use#

Upon reasonable prior notice and no more than once per year, Customer shall provide information reasonably necessary to verify that its use of the Product is within the licensed scope set out in the Order, including the number of licensed users or other applicable license metric. This right is exercised in a manner that does not require access to Customer Data and is subject to Customer’s reasonable security and confidentiality requirements.

16. Limitation Period#

To the extent permitted by applicable mandatory law, no action arising out of or related to this Agreement may be brought by either party more than one (1) year after the cause of action accrued.

17. Governing Law and Dispute Resolution#

This Agreement is governed by the laws of the Republic of Lithuania, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the competent courts of Vilnius, Lithuania, without prejudice to any mandatory consumer-protection rights in your country of residence.

18. Survival#

Any provision that by its nature should survive termination or expiration will survive, including the sections on Intellectual Property and Ownership, Confidentiality, Warranties and Disclaimer, Intellectual Property Infringement, Limitation of Liability, Compliance with Laws, Limitation Period, Governing Law, and General.

19. General#

Entire agreement; order of precedence. This Agreement, together with the DPA and the Order, is the entire agreement on its subject matter and supersedes prior understandings. In case of conflict: (1) the Order; (2) for data-protection matters, the DPA; (3) this Agreement.
Business use. The Product is intended for business and organizational use and is not offered to consumers.
No individual negotiated contracts. Unless otherwise expressly agreed in writing and signed by VirtoSoftware, this Agreement is the governing license document for the Product.
Assignment. You may not assign this Agreement without VirtoSoftware’s prior written consent, except to a successor of all or substantially all of your business; VirtoSoftware may assign to an affiliate or successor.
Severability; waiver. If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver.
Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, labor disputes, governmental action, and failures or outages of third-party platforms, hosting, telecommunications, or internet infrastructure (including Microsoft Azure or Microsoft 365 services).
Notices; electronic communications. Notices to VirtoSoftware: support@virtosoftware.com; to Customer: the contact in the Order. Notices may be given electronically, including by email, and the parties consent to receive communications relating to this Agreement electronically.
Amendments; language. VirtoSoftware may update this Agreement for new Orders and renewals; the version in effect when you place or renew an Order applies to that period. This Agreement is made in English, which controls.

20. Contact#

VirtoSoftware UAB, Penta Technopolis, Ozo g. 12A, LT-08200 Vilnius, Lithuania. Questions regarding this Agreement: support@virtosoftware.com. Trust & Security Center (DPA, Privacy Policy, security documentation): https://docs.virtosoftware.com/trust-and-security-center/