End User License Agreement

SUBSCRIPTION SOFTWARE LICENSE AGREEMENT

This Software License Agreement (“Agreement”) is entered into by Scanco Software, LLC, doing business as Endpoint Automation Solutions, including its subsidiaries Appolis LLC dba WithoutWire Inventory Sciences (collectively, “Endpoint” or “Providers”), and the entity identified in the associated Order Form (“Customer”). This Agreement governs the use of all software, services, and technologies provided by Endpoint and its subsidiaries, including WithoutWire’s inventory management solutions, as well as any supplemental service plans. By accessing or using the software and services, or by clicking “Agree” during activation, the Customer acknowledges acceptance of this Agreement and any additional terms required by third-party providers. If the Customer does not agree to these terms, they are not authorized to use the software.

Recitals

A. Endpoint subsidiaries provide software to meet diverse business and operational needs, such as extending existing business systems or facilitating online fundraising and analysis services.

B. Endpoint creates and licenses software solutions and services and seeks to establish contractual relationships with its Customers to provide implementation, hosting, and support for its software.

C. This Agreement sets forth the terms, rights, and responsibilities governing the relationship between Endpoint and its Customers.

The software and services are offered subject to the Customer’s acceptance of the terms herein, as well as Endpoint’s Privacy Policy and any applicable supplemental terms provided by its subsidiaries. Endpoint reserves the right to periodically update these terms to reflect evolving technologies and practices. Continued use of the software constitutes agreement to any such updates.

AGREEMENT

In consideration of the mutual terms and conditions set forth below, and other good and valuable considerations, the parties agree as follows:

Definitions

For the purposes of this Agreement, the following terms shall have the meanings specified below unless the context clearly indicates otherwise:

1.1 Agreement: This Unified Software License Agreement, including associated Order Forms, Scopes of Work (SOWs), Supplemental License Terms, and all exhibits attached and incorporated by reference.

1.2 Affiliate : Any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where "control" refers to the direct or indirect ownership of a majority of voting rights or the power to direct management and policies.

1.3 Customer : The legal entity identified in the associated Order Form that licenses the software or purchases services under this Agreement.

1.4 Order Form : A document issued by Endpoint or its authorized resellers that describes the software, services, or service plans purchased by the Customer and the associated fees. Only Order Forms issued by Endpoint or its authorized resellers are valid.

1.5 Software : The programs, applications, and associated documentation provided under this Agreement, including WithoutWire Products, and Endpoint applications, along with any updates or enhancements provided as part of maintenance services.

1.6 WithoutWire Product(s) : Subscription Licensed Software listed in the Order Form, developed, customized, or enhanced by Appolis dba WithoutWire Inventory Sciences, an Endpoint subsidiary.

1.7 Donorpoint Services : Cloud-based fundraising software and services provided by Donorpoint Online, an Endpoint subsidiary, including hosting and analysis services accessible via the Donorpoint platform.

1.8 Licensed User : An individual designated by a unique email address to access WithoutWire Products or Endpoint Software. Licenses are for named users and are not transferable without explicit consent unless reassigned due to role changes.

1.9 Enabled Use : The state when Endpoint or its subsidiaries have delivered activation codes, software access, or other mechanisms enabling the Customer to install and use the software.

1.10 Service Plan : A purchased plan that includes support, maintenance, and updates for the Software as specified in the Order Form.

1.11 Documentation : Specifications, help files, release notes, and guides for the software provided by Endpoint or its subsidiaries.

1.12 Implementation and Setup : Technical services provided to configure, install, and integrate Endpoint Products or other Endpoint solutions, which may include training and on site support.

1.13 Maintenance Software : Software updates and enhancements provided under a Service Plan.

1.14 Customer Support : Assistance provided via phone, email, chat, or other means, as specified under the Customer’s Service Plan.

1.15 Endpoint : Scanco Software, LLC, doing business as Endpoint Automation Solutions, a Florida LLC with offices at 1000 N Tamiami Trail, 2nd Floor, Nokomis, FL, including its subsidiaries WithoutWire and Donorpoint.

License Grant

Subject to the terms of this Agreement and the payment of applicable fees, Endpoint, including its subsidiaries WithoutWire Inventory Sciences and Donorpoint, grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software and Services solely for the purposes specified in the Customer's Order Form. The license may be perpetual or subscription-based, as specified in the Order Form.

2.0 Restrictions on Use

Unless expressly permitted by this Agreement, the Customer agrees not to:

1. Modify, adapt, translate, decompile, disassemble, reverse-engineer, or create derivative works of the Software or Services.
2. Copy, rent, lease, sell, sublicense, transfer, assign, or distribute the Software or Services, except as specifically authorized in writing by Endpoint.
3. Use the Software or Services:

• (i) to send spam or unauthorized messages.
• (ii) to store or transmit malicious code, including viruses or Trojan horses.
• (iii) to disrupt or interfere with the integrity or performance of Endpoint’s systems or the data within them.
• (iv) to attempt unauthorized access to the Software or related systems.

1. Use the Software or Services in violation of applicable laws or regulations, including intellectual property, privacy, or data protection laws.
2. Use data scraping tools, robots, or similar mechanisms on the Software or Services without prior written consent.

Violation of this Section 2.0 is a material breach permitting Endpoint to revoke all licenses granted herein immediately upon written notice and without refund, pursuant to Section 2.4.

2.1 Ownership

All rights, title, and interest in and to the Software, Services, and associated intellectual property remain with Endpoint and its subsidiaries. Customers are granted only the rights explicitly described in this Agreement, and all other rights are reserved.

2.2 Specific Subsidiary Provisions

1. WithoutWire Products: Licensed solely for internal business use as named-user licenses. Transfer of licenses requires prior written consent.
2. Donorpoint Services: Licensed for hosting, maintaining, and analyzing online fundraising. Donorpoint reserves the right to restrict conduct violating these terms.

2.3 Modifications and Updates

Endpoint reserves the right to modify, enhance, or update the Software and Services in its sole discretion. Customers may be notified of modifications through email, or click-through notice. Your continued use of the software after the effective date of the modifications will be deemed acceptance of the modified terms. Endpoint’s decision to notify Customers of modifications is made at Endpoint’s sole discretion. Any appearance-based customizations for co-branding purposes or specific configurations must adhere to Endpoint’s written approval processes.

3. Fees and Payment Terms

3.1 Fees

The Customer shall pay the fees outlined in the applicable Order Form, including fees for licensing, implementation, and additional services. Unless otherwise stated, all fees are due upon receipt of an invoice. Once Endpoint or its subsidiaries enable the use of the software or services, all fees become non-refundable except as expressly stated in this Agreement.

Endpoint reserves the right to adjust license and service fees for renewals, additional purchases, or subscription changes. Customers will be notified in advance of any fee adjustments.

3.2 Invoicing and Billing

• Monthly Billing: Donorpoint will invoice the Customer on the fifteenth day following the end of each month for amounts accrued during the prior month.
• Recurring Payments: Customers subscribing to Endpoint recurring billing plan authorize automatic charges to their credit card or bank account on file on a monthly or annual basis, as specified in the Order Form. Customers must ensure that their billing information is current.

3.3 Initial Payments and Setup Fees

Customers using Endpoint Products must pay 100% of the initial license fee and any prepaid implementation or setup fees upon execution of the contract. These payments must be received before implementation services begin.

3.4 Additional Subscriptions or Overages

• If additional users or licenses are required during the term, the Customer shall request them through an additional Order Form. Endpoint will charge for additional licenses based on the month the new users were added, with pro-rating applied depending on the date of activation.
• Any unauthorized use of software exceeding the purchased number of licenses constitutes a material breach. The Customer will be invoiced for the excess usage per the applicable rate at the time of detection.

3.5 Payment Deadlines

• Payment terms for Endpoint implementation and setup services are Net 30 for weekly invoices.
• Subscription fees for additional licenses are Due upon receipt from the invoice date.
• Customers must pay Endpoint Automation Solution invoices on time to avoid delinquency penalties.

3.6 Late Payment and Delinquency

• Endpoint reserves the right to charge a $400 back support fee for late payments.
• Delinquent accounts may result in suspension of services and/or termination of the Agreement. The Customer remains responsible for outstanding amounts during any suspension.

3.7 Termination for Non-Payment

Non-payment of fees is a material breach of this Agreement and may result in immediate termination of access to the software and services without further notice.

4.0 Commencement and Initial Term

This Agreement commences on the Effective Date specified in the initial Order Form and will remain in effect for an initial term of one (1) years unless terminated earlier in accordance with this Section. After the Initial Term, the Agreement will automatically renew on an annual basis unless either party provides written notice of termination at least 12 months prior to the end of the Initial Term or any renewal period.

4.1 Termination by the Customer

• Subscription Terminations: Customers with a subscription license may terminate the Agreement at any time with thirty (30) days’ prior written notice.
• Non-Subscription Terminations: Customers without a subscription may terminate the Agreement at any time by providing written notice. No refunds will be provided for non-subscription terminations.

4.2 Termination by Endpoint

• For Non-Payment: Endpoint may terminate this Agreement if the Customer fails to make a payment when due. Written notice will be provided, and the Agreement will terminate ten (10) business days after notice unless payment is received within this period.
• Endpoint reserves the right to charge a $400 back support fee for late payments up to 60 days. Subscriptions delinquent after 60 days are subject to a 25% reinstatement fee applied to the total contract amount being reinstated.
• For Breach: Either party may terminate this Agreement upon thirty (30) days’ written notice of a material breach by the other party if the breach is not cured within the notice period.
• For Bankruptcy or Insolvency: This Agreement may be terminated if either party:
• Files for bankruptcy or reorganization.
• Fails to vacate an involuntary bankruptcy petition or reorganization order within ninety (90) days.
• Is adjudicated insolvent or has a receiver or liquidator appointed for its assets for more than ninety (90) consecutive days.

4.3 Effect of Termination

Upon termination of this Agreement for any reason:

• All licenses and rights granted to the Customer under this Agreement shall immediately cease.
• Endpoint will deactivate access to the Software, which may revert to “read-only” mode for subscription licenses.
• Customers will remain liable for all unpaid fees and expenses accrued up to the termination date.
• Endpoint will deliver a copy of the Customer’s data from Donorpoint services, if applicable, upon request.

4.4 Survival

Any provisions of this Agreement that, by their nature, are intended to survive termination shall remain in full force and effect, including but not limited to limitations of liability, confidentiality obligations, and disclaimers of warranties.

5. Services Provided, Setup, and Support

5.1 Scope of Services

Endpoint, including its subsidiaries WithoutWire and Donorpoint, provides services such as software hosting, implementation, configuration, and ongoing support. The scope of services provided under this Agreement includes those specified in the Customer’s Order Form and applicable exhibits.

• Donorpoint Services: Customers will have access to the Donorpoint Website and Services database, with a complete backup of their portion available on demand. Services include updates for planned features, enhancements, and priority bug fixes, with an annual uptime average of 99.8%.
• WithoutWire Services: Customers will receive implementation, setup, and support for WithoutWire Products, as outlined in the Order Form. This includes software updates and version upgrades but excludes consulting or customizations unless specified as additional services.

5.2 Security and Data Protection

Endpoint and its subsidiaries will use commercially reasonable measures to protect Customer data, including PCI-DSS Level 2 compliance for Donorpoint Services. Customers are responsible for maintaining the confidentiality of their usernames and passwords and must report any suspected security breaches within one business day.

5.3 Support Services

• Standard Support: Technical support for base product features is available during standard support hours (7:00 a.m. to 5:00 p.m., CST, Monday through Friday, excluding holidays). Endpoint offers additional support via its online portal, with a response time goal of one business day.
• Billable Events: Support services beyond Standard Support are charged at the rates specified in the Order Form or Agreement. For example:
• Assistance with custom integrations or configurations.
• Troubleshooting third-party software issues impacting integration with WithoutWire.
• Training, data manipulation, or physical inventory assistance.

5.4 Severity Levels for Support

Support cases are categorized by severity to ensure appropriate response times:

• Level 1 (Critical): System down, affecting all users. Response within 1 hour, with continuous effort until resolved.
• Level 2 (High): Major functionality impacted. Response within 2 hours, with continuous effort until resolved.
• Level 3 (Normal): Partial loss of use with low-to-medium impact. Response within 8 business hours.
• Level 4 (Low): General inquiries or minor issues with workarounds. Response within 8 business hours.

5.5 Additional Services

Additional services such as on-site support, advanced training, custom development, or consulting can be purchased at the rates specified in the Order Form. Endpoint rates are typically 235/hour, depending on the nature and timing of the service.

5.6 Quality of Service and Updates

• Endpoint ensures regular updates to its platforms, with Donorpoint applying weekly feature enhancements and on-demand fixes. Updates are scheduled during low-usage periods to minimize disruptions.
• Customers are notified of major changes or updates in advance, as appropriate.

5.7 Remedy for Service Issues

If Endpoint fails to provide support in accordance with this Agreement, the Customer’s sole remedy is re-performance of the applicable services.

6.0 Warranty Disclaimer

Endpoint, including its subsidiaries WithoutWire and Donorpoint, provide the following warranty and warranty disclaimers for all Software, Services, and deliverables under this Agreement:

Endpoint warrants that the Software will be substantially free from defects in materials and workmanship for a period of ninety (90) days following the date of purchase. The Customer’s sole remedy for a breach of this warranty is limited to replacement of the defective Software, provided the Customer submits proof of purchase and the defective Software within the warranty period. Endpoint will pass through to the Customer any assignable warranties made by third-party manufacturers for associated hardware.

EXCEPT AS EXPRESSLY STATED ABOVE, ENDPOINT, WITHOUTWIRE, AND DONORPOINT DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, TITLE, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE;
• WARRANTIES REGARDING NON-INFRINGEMENT;
• WARRANTIES REGARDING ERROR-FREE OR UNINTERRUPTED OPERATIONS OF THE SOFTWARE; AND
• ANY WARRANTIES RELATING TO THIRD-PARTY SOFTWARE, FOR WHICH CUSTOMERS MUST LOOK SOLELY TO THE THIRD PARTY FOR REMEDIES.
• WARRANTIES THAT CLOUD SERVICES WILL BE FREE FROM INTERRUPTION FOR ANY REASON INCLUDING FAILURE TO USE A COMMERCIALLY REASONABLE LEVEL OF CARE AND SKILL.
• PROVIDERS STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ENDPOINT OR ITS SUBSIDIARIES BE LIABLE FOR:
• LOST OR INACCURATE DATA, LOST PROFITS, OR BUSINESS INTERRUPTION; OR
• INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF ENDPOINT HAS BEEN ADVISED OF SUCH POSSIBILITIES.

Limitation of Liability

Endpoint, including its subsidiaries WithoutWire and Donorpoint, provides its Software, Services, and other deliverables subject to the following limitations of liability:

7.0 General Limitations

Endpoint, WithoutWire, and Donorpoint shall not be liable for:

• Any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost revenue, profits, business interruptions, data loss, or other economic losses, even if advised of the possibility of such damages.
• Any amount exceeding the total fees paid by the Customer under this Agreement for the specific Software or Service giving rise to the claim within the twelve (12) months preceding the event.

7.1 Service Interruptions and Data Loss

• Endpoint and its subsidiaries are not responsible for delays, interruptions, or failures resulting from internet connectivity, third-party services, cloud computing hardware or software resources, hacking or malware breaches, denial of service attacks, or other attacks by malicious actors, or events outside their reasonable control (e.g., force majeure).
• Endpoint, WithoutWire, and Donorpoint disclaim liability for loss or damage to data, including data corruption caused by Customer actions or third-party systems. In the event of a data loss attributable to Endpoint’s negligence, the sole remedy will be commercially reasonable efforts to recover the data at no additional charge.

7.2 Third-Party Responsibilities

• Endpoint and its subsidiaries disclaim any liability related to third-party implementation services, even if those parties are authorized resellers or certified consultants of Endpoint products. Customers assume all risks associated with engaging third parties for implementation or integration.
• Donorpoint is not responsible for the functionality or security of third-party websites or software linked through its platform. Customers assume all risks associated with such links.

7.3 Warranty Disclaimers

Except as expressly provided in this Agreement:

• All Software, Services, and other deliverables are provided on an "AS IS" and "AS AVAILABLE" basis for commercial use.
• Endpoint, WithoutWire, and Donorpoint disclaim all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty arising from custom, trade, or prior performance.
• No employee, agent, or reseller is authorized to modify or extend these disclaimers.

7.4 Remedies

The Customer’s exclusive remedy for any defect in Software or Services shall be limited to the repair, replacement, or correction of the affected deliverable, as determined by Endpoint.

8.0 Indemnification

8.1 Mutual Indemnification

Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnified Party”), including their officers, directors, employees, agents, affiliates, subsidiaries, successors, and assigns, from and against any claims, damages, liabilities, costs, and expenses (collectively, “Damages”), including reasonable legal fees, arising out of or related to:

• Bodily injury, death, or tangible property damage resulting from the acts or omissions of the Indemnifying Party or its representatives acting within the scope of their duties.
• The Indemnifying Party’s breach of any representation, warranty, or covenant in this Agreement.

8.2 Customer-Specific Obligations

The Customer shall defend, indemnify, and hold harmless Endpoint, WithoutWire, and DonorPoint from any Damages arising from:

• The Customer’s misuse of the Software, Services, or Website by its members, customers, or end users.
• Any third-party claims related to the Customer’s data, business operations, or failure to maintain appropriate insurance for data and information loss.

8.3 Endpoint-Specific Obligations

Endpoint shall defend, indemnify, and hold harmless the Customer from any claims alleging that the Software infringes or misappropriates the intellectual property rights of a third party. If such a claim arises, Endpoint may, at its discretion and expense:

• Procure the right for the Customer to continue using the Software.
• Modify or replace the Software to be non-infringing without materially reducing functionality.
• If neither option is feasible, terminate this Agreement and refund any pre-paid, unused fees.

8.4 Exclusions

The Indemnifying Party is not responsible for claims arising from the Indemnified Party’s:

• Misuse or unauthorized modification of the Software or Services.
• Use of the Software or Services in combination with non-approved third-party systems or software.

8.5 Survival

This indemnification provision shall survive the expiration or termination of this Agreement.

8.6 Force Majeure

Endpoint and its subsidiaries shall not be liable for any failure or delay caused by events beyond their reasonable control, including but not limited to acts of nature, labor disputes, government actions, or technical failures.

9. Governing Law and Dispute Resolution

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Conflicts of law principles that would apply the laws of another jurisdiction are expressly excluded.

9.2 Dispute Resolution

• Arbitration: All disputes related to this Agreement shall be resolved by binding individual arbitration before one arbitrator.
• Arbitration will be administered by Endpoint pursuant to its Comprehensive Arbitration Rules and Procedures, including expedited procedures.
• Arbitration will take place in Sarasota, Florida, if contracting with Scanco Software, LLC Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
• Court Proceedings: For matters requiring injunctive relief or enforcement of payment obligations, disputes will be brought exclusively in:
• The state or federal courts located in Sarasota, Florida, for Scanco Software, LLC.

9.3 Language

This Agreement and all related documents have been drawn up in the English language at the parties' express request.

10. Non-solicitation.

During the term of this Agreement and for a three (3) year period following the expiration or termination of this Agreement for any reason, Client agrees that it will not (directly or indirectly) approach, offer or attempt to solicit any employee(s) of Endpoint with any inducement for any such employee of Endpoint to terminate their employment relationship with Endpoint. This provision survives any expiration or termination of this Agreement.

11. Export Regulation.

WithoutWire Products provided under this Agreement include cloud-based services utilizing software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release WithoutWire Products or the software or technology included in WithoutWire Products to, or make WithoutWire Products or the software or technology included in the WithoutWire Products accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making WithoutWire Products or the software or technology included in WithoutWire Products available outside the US.

12. Miscellaneous

12.1 Independent Contractors.

The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

12.2 Notices

(a) Any notice required or permitted under this Agreement shall be sent:

To the Customer at the postal or email address listed in its most recent Order Form, or as updated in writing by the Customer. General notices may be provided by email with a link to Endpoint’s website, To Endpoint at the following address, or as updated in writing by the Company:

Postal address: _______________

Email _______________

(b) Delivery and Receipt of Notices

Notices delivered by hand, overnight courier, or certified/registered mail (return receipt requested) will be deemed received upon the earlier of actual receipt or proof of delivery.

Notices delivered electronically will be deemed received upon confirmation of delivery or transmission, unless delivered on a non-business day or after 5:00 p.m. local time, in which case they will be deemed received on the next business day.

Notices sent via first-class mail or pre-paid post will be deemed received three (3) business days after mailing. Either party may update its contact information for receiving notices by providing written notice of the updated information in accordance with this section.

12.3 Software Security.

Endpoint provides standard industry utilities and functions as part of Endpoint Product(s) to limit access to the software to authorized personnel. The effectiveness of such utilities and functions, however, depends upon Client’s proper use of such utilities and functions, in addition to Client’s other policies and procedures related to software security. Accordingly, Client agrees to indemnify and hold Endpoint harmless from any demands, claims or suits by a third party for loss, judgment, damages, or expenses (including attorneys’ fees) arising out of or related to unauthorized access to Endpoint Product(s). This provision shall survive any expiration or termination of this Agreement.

12.4 Excused Performance; Force Majeure

No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place or similar orders, or other causes beyond the performing party’s reasonable control.

12.5 Assignment

Endpoint may assign this Agreement to an Affiliate upon written notice to Customer. Customer may not assign this Agreement without Endpoint’s prior written consent. If Endpoint (in its discretion) consents to the Assignment, Customer acknowledges that such consent may be conditioned upon the assignee (i) accepting this Agreement in writing; (ii) agreeing to reasonable transfer requirements required by Endpoint, (iii) if the assignment is part of a sale of less than all of the Customer’s assets, ensuring that Customer does not retain a copy of the Software, or (iv) taking all or any combination of the foregoing actions. Any other purported assignment of this Agreement shall be void.

12.6 Conflicts

If there is any conflict between the main body of this Agreement, any Order Form, or any Supplemental License Terms, then the main body of this Agreement will govern.

12.7 Entire Agreement

This Agreement represents the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions (including any purchase order, proposal, confirmation, advertising, representation, or other communication) with respect to its subject matter.

12.8 Severability

If any provision of this Agreement is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of this Agreement, which shall remain valid and enforceable. Any such severed provision shall be replaced with a similar provision which conforms to applicable law and embodies as closely as possible the original intent of the parties.

Last updated: July 23, 2026