End User License Agreement (EULA) — On-Premises (SharePoint Server)

Applies to VirtoSoftware products installed within Customer’s own infrastructure (e.g., Microsoft SharePoint Server).

Licensor: VirtoSoftware UAB, Penta Technopolis, Ozo g. 12A, LT-08200 Vilnius, Lithuania
Applies to: VirtoSoftware on-premises (SharePoint Server) 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 installation and use of VirtoSoftware’s on-premises products installed within your own infrastructure (each, a “Product” or the “Software”). This is a license, not a sale.

By installing or using a Product, or by accepting these terms in an order, quote, or purchase document (an “Order”), you agree to be bound by this Agreement, including the warranty disclaimers and limitations of liability below. If accepting on behalf of an organization, you represent that you are authorized to bind it.

1. License Grant (Perpetual)#

Subject to this Agreement and payment of the applicable license fee, VirtoSoftware grants you a perpetual, non-exclusive, non-transferable, non-sublicensable license to install and use the Product within your own infrastructure, in the quantity and on the licensing metric specified in the Order. Supported platforms are stated in the Documentation (for example, Microsoft SharePoint Server 2013, 2016, 2019, and Subscription Edition). The license to use the version(s) made available to you during an active Maintenance Term is perpetual and survives expiry of the Maintenance Term, subject to Section 3. The perpetual license does not include any right to receive updates, upgrades, patches, support, or maintenance after expiration of the Maintenance Term (see Section 3). VirtoSoftware retains all rights not expressly granted.

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. Maintenance, Support, Updates, and Effect of Non-Renewal#

3.1 Maintenance Term#

Maintenance and support are provided for the paid maintenance period set out in the Order (the “Maintenance Term”), which is renewable. During an active Maintenance Term, VirtoSoftware provides: (a) the limited warranty in Section 7; (b) product updates, patches, and upgrades that VirtoSoftware makes generally available; and (c) technical support, including handling of and response to support tickets, in accordance with VirtoSoftware’s then-current support practices.

3.2 Effect of Non-Renewal#

The license to use the installed Product is perpetual and continues even if the Maintenance Term is not renewed. However, if the Maintenance Term lapses or renewal fees are not paid, then from the date of lapse and to the maximum extent permitted by applicable law:

all warranties cease and the Product is provided strictly “as is”;
Customer has no right to any updates, patches, upgrades, or new versions;
VirtoSoftware has no obligation to provide support, maintenance, or responses to support tickets.

Continued use of the Product after lapse of the Maintenance Term is permitted under the perpetual license but is entirely at Customer’s own risk, and is subject to the warranty disclaimer in Section 7 and the limitation of liability in Section 10. Renewal, where offered, reinstates maintenance, support, and updates on a going-forward basis only.

4. No Data Processing by VirtoSoftware#

The Product runs entirely within Customer’s own infrastructure. In the ordinary course of Product operation, VirtoSoftware does not receive, host, store, or process Customer content or data (“Customer Data”). Accordingly, the VirtoSoftware Data Processing Agreement does not apply to on-premises Products, and VirtoSoftware is not a processor of Customer Data for such Products.

If Customer voluntarily provides logs, screenshots, files, database extracts, or other materials to VirtoSoftware for support or diagnostic purposes, such materials are handled in accordance with the VirtoSoftware Privacy Policy or applicable support terms. Customer is responsible for not including, or for minimizing, personal data in such materials.

5. Delivery#

VirtoSoftware delivers the installable Product and a license key. Customer is responsible for installing the Product within its environment and controls the timing of installing any updates obtained during an active Maintenance Term.

6. 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.

7. Warranties and Disclaimer#

During an active Maintenance Term, VirtoSoftware warrants that the Product will perform substantially in accordance with the then-current Documentation for the applicable Product version. This limited warranty does not apply after the Maintenance Term lapses (Section 3.2). Except for that limited warranty where applicable, and to the maximum extent permitted by applicable law, the Product and Documentation are provided “AS IS”, and VirtoSoftware disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Nothing in this Agreement excludes any warranty or remedy that cannot be excluded under applicable mandatory law.

The Product operates within Customer’s own infrastructure, which VirtoSoftware does not control or operate. VirtoSoftware makes no availability, uptime, performance, or operational guarantee for the Product. Customer is solely responsible for its operating environment, including the underlying Microsoft SharePoint Server platform, hardware, network, and configuration.

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. 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 the fees paid for the affected Product, less a reasonable allowance for the period during which Customer used the Product.

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 10.

10. 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 9 (Intellectual Property Infringement) are subject to the aggregate liability cap in this Section.

11. 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.

12. 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.

13. 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 servers, farms, 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.

14. 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.

15. 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.

16. 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.

17. General#

Entire agreement; order of precedence. This Agreement, together with the Order, is the entire agreement on its subject matter and supersedes prior understandings. In case of conflict, the Order prevails over 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 SharePoint Server, Windows Server, SQL Server, and related third-party platform components).
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.

18. 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/