End User License Agreement

"Cognit" means Cognit BV, with registered office at Gasthuisstraat 54, 1760 Roosdaal, Belgium, VAT BE 0891.127.518, the developer and licensor of the Involv Intranet software.

"Customer" means the organization (your employer or the entity that has engaged your services) that has entered into a licensing agreement with Cognit or an Authorized Partner for the use of the Software.

"Documentation" means the user guides, knowledge base articles, instructional videos, and other materials made available by Cognit describing the features, functionality, and use of the Software.

"Microsoft 365 Tenant" means the Customer's own Microsoft 365 cloud environment in which the Software is installed and operates.

"Software" means the Involv Intranet software solution, including all updates, patches, and new releases made generally available by Cognit, as installed on the Customer's Microsoft 365 Tenant.

"AI Features" means the optional artificial intelligence-powered functionalities of the Software, including intelligent search, content recommendations, and text generation, which operate through the Customer's own Microsoft Azure OpenAI services.

Subject to the terms of this EULA and the Customer's valid licensing agreement with Cognit, You are granted a non-exclusive, non-transferable, non-sublicensable right to use the Software on the Customer's Microsoft 365 Tenant for the Customer's internal business purposes.

Your right to use the Software is limited to the scope authorized by the Customer's licensing agreement with Cognit, including the applicable edition (Core, Professional, or Enterprise) and the number of licensed users. You may only use the Software in connection with a valid license held by the Customer.

Your use of the Software is made possible through the Customer's agreement with Cognit. If the Customer's agreement is terminated, suspended, or expires, your right to use the Software shall automatically and immediately cease without separate notice to You.

You shall use the Software only for the Customer's legitimate business purposes, in accordance with the Documentation, and in compliance with all applicable laws and regulations and the Customer's own IT policies.

You shall not, and shall not attempt to:

1. decompile, disassemble, or reverse engineer the Software or otherwise attempt to gain access to its source code, except to the extent expressly permitted by applicable mandatory law;
2. copy, modify, adapt, translate, or create derivative works of the Software;
3. rent, lease, loan, sublicense, distribute, or otherwise make the Software available to any person outside the Customer's organization;
4. use the Software to develop a competing product or service, or for benchmarking purposes without Cognit's prior written consent;
5. remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
6. circumvent, disable, or interfere with any security-related or license-limiting features of the Software;
7. use the Software to infringe the intellectual property rights or privacy rights of any person; or
8. use the Software in any manner that could damage, disable, overburden, or impair the Customer's Microsoft 365 Tenant.

The Software operates entirely within the Customer's Microsoft 365 Tenant. Cognit does not host, store, replicate, or process any of your data on its own servers or external infrastructure. All content, documents, metadata, and personal data reside solely within the Customer's Microsoft 365 environment.

All operations performed by the Software (create, read, update, delete) are executed through your own Microsoft 365 identity and permissions. The Software does not elevate or modify your access rights within the Microsoft 365 environment.

Cognit collects pseudonymized usage data within the Customer's Microsoft 365 Tenant for the purposes of measuring product adoption and improving product quality. This telemetry data consists of audit logs containing pseudonymized identifiers (UIDs) that do not directly identify You as an individual. Cognit cannot determine your identity from the UID alone. The Customer may disable this product telemetry upon written request to Cognit.

Separately, the Software transmits a daily count of active users to Cognit's systems for the sole purpose of license compliance verification ("License Telemetry"). The License Telemetry does not contain personal data or pseudonymized identifiers—it consists only of an aggregate numerical count. The License Telemetry is mandatory and cannot be disabled, as it is required for Cognit to verify compliance with the applicable license terms.

Where AI Features are enabled, You acknowledge that:

1. AI Features operate through the Customer's own Microsoft Azure OpenAI services. Cognit does not process, access, or store any data processed by the AI Features.
2. AI-generated outputs (including search results, summaries, recommendations, and generated content) are provided on an "as-is" basis and may contain inaccuracies or errors. You are solely responsible for reviewing, validating, and approving any AI-generated output before relying upon it or sharing it with others.
3. You shall comply with the Customer's policies and all applicable laws regarding the use of artificial intelligence in your work.

All intellectual property rights in and to the Software, the Documentation, and any modifications, enhancements, or derivative works thereof are and shall remain the exclusive property of Cognit and/or its licensors. This EULA does not transfer any ownership rights to You.

All data, content, and documents created or managed by You within the Customer's Microsoft 365 Tenant remain the property of the Customer and/or You, as applicable under your relationship with the Customer.

If You provide Cognit with suggestions, ideas, enhancement requests, or other feedback relating to the Software, Cognit may freely use, incorporate, and commercialize such feedback without restriction and without any obligation or compensation to You.

You acknowledge that the Software contains proprietary and confidential information of Cognit and/or its licensors. You shall not disclose, publish, or otherwise make available to any unauthorized third party any non-public information about the Software's internal workings, architecture, or security mechanisms.

This obligation does not apply to information that is or becomes publicly available without breach of this EULA, or information You are required to disclose by law or court order, provided You give Cognit prompt notice to the extent legally permitted.

Cognit may, at its sole discretion, release updates, patches, and new versions of the Software. Cognit may also modify, enhance, or deprecate features of the Software as part of its ongoing product development.

You acknowledge that the Software is subject to the evolution of the Microsoft 365 platform and that changes to Microsoft 365 may affect the functionality or availability of certain features. Cognit shall use commercially reasonable efforts to adapt the Software to material changes in the Microsoft 365 platform.

Cognit warrants that the Software will substantially conform to the functionality described in the Documentation during the term of the Customer's valid licensing agreement. Your sole and exclusive remedy for a breach of this warranty is that Cognit shall, at its option, either modify or replace the Software to correct the non-conformity.

EXCEPT FOR THE LIMITED WARRANTY IN ARTICLE 8.1, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGNIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGNIT SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, OR REPUTATIONAL DAMAGE, REGARDLESS OF THE FORM OF ACTION AND EVEN IF COGNIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cognit's aggregate liability to You under or in connection with this EULA shall not exceed the total amount of Subscription Fees actually paid by the Customer to Cognit during the six (6) month period immediately preceding the event giving rise to such liability. For the avoidance of doubt, this cap applies to all claims under this EULA collectively, and does not create separate or additional liability beyond the cap set forth in the Customer's agreement with Cognit.

Nothing in this EULA shall limit or exclude Cognit's liability for willful misconduct, fraud, or death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

The Customer is the data controller for all personal data within its Microsoft 365 Tenant. In the ordinary course of your use of the Software, Cognit does not process personal data.

In limited circumstances (such as during support or troubleshooting), Cognit personnel may temporarily access the Customer's Microsoft 365 Tenant, acting as a data processor on behalf of the Customer. Such processing is governed by Cognit's Data Processing Agreement, available at https://www.involv-intranet.com/dpa/.

Cognit's privacy policy is available at https://www.involv-intranet.com/privacy/. For any questions regarding the processing of your personal data in connection with the Software, please contact your organization's data protection contact or Cognit at [email protected].

This EULA is effective from the moment You first access or use the Software and remains in force for as long as the Customer maintains a valid licensing agreement with Cognit and You are authorized by the Customer to use the Software.

Cognit may terminate this EULA with immediate effect if You breach any material term of this EULA and fail to remedy such breach within fifteen (15) days of receiving written notice from Cognit or the Customer.

This EULA shall terminate automatically and without notice if:

1. the Customer's licensing agreement with Cognit is terminated, expires, or is suspended;
2. the Customer revokes your authorization to use the Software; or
3. You cease to be employed by or engaged with the Customer.

Upon termination of this EULA, You shall immediately cease all use of the Software. Your data remains in the Customer's Microsoft 365 Tenant and is not affected by the termination of this EULA. Cognit does not retain, delete, or modify any of your data upon termination.

The Software is installed and operates within the Customer's Microsoft 365 Tenant. Cognit confirms that the Software does not contain any hard-coded mechanisms, time-locks, or remote disabling features that would prevent continued use of the Software.

In the event that Cognit becomes the subject of bankruptcy, insolvency, or moratorium proceedings, ceases its activities without appointing a competent successor, or is wound up or dissolved, the Customer retains a non-exclusive, royalty-free right to continue using the version of the Software installed on its Microsoft 365 Tenant at the time of such event, solely for internal business purposes. This continuity right is provided as-is, without any warranty, support, maintenance, or update obligation.

If the Software has been provided to the Customer for evaluation during a Proof of Concept (PoC), your right to use the Software is limited to the PoC period as agreed between the Customer and Cognit. Upon expiration of the PoC, You shall immediately cease all use of the Software unless the Customer has converted to a full subscription.

The Software may include technical measures to prevent use beyond the PoC period.

This EULA shall be governed by and construed in accordance with Belgian law, without regard to its conflict of laws provisions.

Any dispute arising under or in connection with this EULA that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.

The governing language of this EULA is English.

This EULA constitutes the entire agreement between Cognit and You with respect to your individual use of the Software, and supersedes all prior agreements, representations, and communications regarding such use. This EULA does not replace or modify the agreement between Cognit and the Customer.

Cognit may update this EULA from time to time. Updated versions shall be published on Cognit's website. Continued use of the Software after the publication of an updated EULA constitutes acceptance of the updated terms.

If any provision of this EULA is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver of any breach shall be deemed a waiver of any subsequent or prior breach.

You may not assign this EULA or any rights hereunder. Cognit may assign this EULA to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

The Software may be subject to export restrictions imposed by applicable laws. You shall comply with all applicable import and export laws and regulations.

CONTACT INFORMATION

This EULA is issued by:

Cognit BV

Gasthuisstraat 54

1760 Roosdaal, Belgium

VAT: BE 0891.127.518

Phone: +32 2 669 05 80

Email: [email protected]

Web: https://www.involv-intranet.com

For legal inquiries: [email protected]

For support inquiries: [email protected]

Privacy and data protection: https://www.involv-intranet.com/privacy/