This Software License Agreement (“Agreement”) is entered into by Scanco Software, LLC. DBA Endpoint Automation Solutions, including its subsidiaries Appolis LLC dba WithoutWire Inventory Sciences (collectively, “Scanco” 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 Scanco 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.
A. Scanco dba 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. Scanco dba 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 Scanco and its Customers.
The software and services are offered subject to the Customer’s acceptance of the terms herein, as well as Scanco’s Privacy Policy and any applicable supplemental terms provided by its subsidiaries. Scanco 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.
In consideration of the mutual terms and conditions set forth below, and other good and valuable considerations, the parties agree as follows:
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 Scanco dba 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 Scanco or its authorized resellers are valid.
1.5 Software: The programs, applications, and associated documentation provided under this Agreement, including WithoutWire Products, and Scanco 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, a Scanco subsidiary.
1.7 Donorpoint Services: Cloud-based fundraising software and services provided by Donorpoint Online, a Scanco 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 Scanco 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 Scanco 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 Scanco or its subsidiaries.
1.12 Implementation and Setup: Technical services provided to configure, install, and integrate Scanco Products or other Scanco 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 Scanco: Scanco Software, LLC DBA Endpoint Automation Solutions, a Florida LLC with offices at 1000 N Tamiami Trail, 2nd Floor, Nokomis, FL, including its subsidiaries WithoutWire and Donorpoint.
Subject to the terms of this Agreement and the payment of applicable fees, Scanco Software, LLC DBA Endpoint Automation Solutions (“Scanco”), 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.
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 Scanco.
3. Use the Software or Services:
4. Use the Software or Services in violation of applicable laws or regulations, including intellectual property, privacy, or data protection laws.
5. 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 Scanco DBA Endpoint Automation Solutions to revoke all licenses granted herein immediately upon written notice and without refund, pursuant to Section 2.4.
All rights, title, and interest in and to the Software DBA Endpoint Automation Solutions, Services, and associated intellectual property remain with Scanco DBA Endpoint Automation Solutions and its subsidiaries. Customers are granted only the rights explicitly described in this Agreement, and all other rights are reserved.
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.
Scanco DBA Endpoint Automation Solutions 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. Scanco’s decision to notify Customers of modifications is made at Scanco’s sole discretion. Any appearance-based customizations for co-branding purposes or specific configurations must adhere to Scanco's written approval processes.
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 Scanco DBA Endpoint Automation Solutions or its subsidiaries enable the use of the software or services, all fees become non-refundable
except as expressly stated in this Agreement.
Scanco DBA Endpoint Automation Solutions 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.
Customers using Scanco DBA Endpoint Automation Solutions 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.
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.
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.
Upon termination of this Agreement for any reason:
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.
Scanco Software DBA Endpoint Automation Solutions, 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.
Scanco DBA Endpoint Automation Solutions 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.
Support cases are categorized by severity to ensure appropriate response times:
Additional services such as on-site support, advanced training, custom development, or consulting can be purchased at the rates specified in the Order Form. Scanco DBA Endpoint Automation Solutions rates are typically 235/hour, depending on the nature and timing of the service.
If Scanco DBA Endpoint Automation Solutions fails to provide support in accordance with this Agreement, the Customer’s sole remedy is re-performance of the applicable services.
Scanco Software DBA Endpoint Automation Solutions, including its subsidiaries WithoutWire and Donorpoint, provide the following warranty and warranty disclaimers for all Software, Services, and deliverables under this Agreement:
Scanco DBA Endpoint Automation Solutions 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. Scanco will pass through to the Customer any assignable warranties made by third-party manufacturers for associated hardware.
EXCEPT AS EXPRESSLY STATED ABOVE, SCANCO DBA ENDPOINT AUTOMATION SOLUTIONS, WITHOUTWIRE, AND DONORPOINT DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:
Scanco Software DBA Endpoint Automation Solutions, including its subsidiaries WithoutWire and Donorpoint, provides its Software, Services, and other deliverables subject to the following limitations of liability:
Scanco DBA Endpoint Automation Solutions, WithoutWire, and Donorpoint shall not be liable for:
Except as expressly provided in this Agreement:
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 Scanco.
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:
The Customer shall defend, indemnify, and hold harmless Scanco DBA Endpoint Automation Solutions, WithoutWire, and DonorPoint from any Damages arising from:
Scanco DBA Endpoint Automation Solutions 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, Scanco may, at its discretion and expense:
The Indemnifying Party is not responsible for claims arising from the Indemnified Party’s:
This indemnification provision shall survive the expiration or termination of this Agreement.
Scanco DBA Endpoint Automation Solutions 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.
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.
This Agreement and all related documents have been drawn up in the English language at the parties' express request.
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 Scanco with any inducement for any such employee of Scanco DBA Endpoint Automation Solutions to terminate their employment relationship with Scanco. This provision survives any expiration or termination of this Agreement.
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.
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.
(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 Scanco’s website, To Scanco 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.
Scanco DBA Endpoint Automation Solutions provides standard industry utilities and functions as part of Scanco 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 Scanco 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 Scanco Product(s). This provision shall survive any expiration or termination of this Agreement.
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.
Scanco DBA Endpoint Automation Solutions may assign this Agreement to an Affiliate upon written notice to Customer. Customer may not assign this Agreement without Scanco’s prior written consent. If Scanco (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 Scanco, (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.
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.
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.
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.