Bedingungen und Vereinbarungen

SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT

This Software License and Subscription Agreement (“Agreement”) is an agreement between Devolutions inc. (“Devolutions”) and the person or Organization (“Customer”) agreeing to the present terms, and governs Customer’s use, and Devolutions’ provision, of the Software Products.

Capitalized terms used but not defined in the Agreement are defined in Exhibit A, which is attached hereto.

By purchasing a Subscription, by using a Software Product or by clicking “I Agree” (or any similar button or checkbox), Customer consents and agrees to be bound by the terms and conditions of this Agreement. If an individual accepts this Agreement on behalf of an Organization, such individual represents and warrants to Devolutions that they have the legal authority to bind that Organization to this Agreement.

This Agreement includes the Exhibit A (Definitions), applicable Addenda, the Documentation, and any applicable Order, all of which are incorporated into this Agreement by reference.

1. Rights of access and use

Software Products provided by Devolutions under this Agreement are offered on a subscription basis, either as Self-Hosted Software or as Cloud Services. Subscriptions are available on a per-product basis (for existing customers only) or through a Software Package.

1.1 Subscription to Self-Hosted Software. Subject to Customer’s continued compliance with the terms of this Agreement and payment of all applicable Fees, Devolutions grants Customer a limited, fully paid, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and use the Self-Hosted Software on its System during the Subscription Period specified in the applicable Order or as otherwise provided in the relevant Software Package. This license is limited to the specific Self-Hosted Software, modules, features, number of Users, and other usage parameters defined in the applicable Software Package, Self-Hosted Software edition, or Order.

1.2 Subscription to Cloud Services. Subject to Customer’s continued compliance with the terms of this Agreement and payment of all applicable Fees, Devolutions grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Cloud Services during the Subscription Period specified in the applicable Order or as otherwise provided in the relevant Software Package. It is limited to the Cloud Services, number of Users and other usage parameters defined in the applicable Software Package, Cloud Service edition, or Order.

1.3 Upgrades. Upgrades released or made available by Devolutions may be installed or accessed at no additional cost during the applicable Subscription Period, or as otherwise permitted under a specific Software Package. Customer and its Users are responsible for installing available Upgrades (except for Cloud Services Upgrades, which are managed directly by Devolutions). Failure by Customer or its Users to install Upgrades may adversely affect: (i) the proper or full functioning of the Software Products; (ii) the security of the Software Products, particularly where an Upgrade addresses a known vulnerability; or (iii) Devolutions’ ability to provide effective technical support.

1.4 Deprecation of Software Products. Devolutions reserves the right, in its sole discretion, to deprecate or discontinue any Software Product or specific features thereof. However, Devolutions will provide sufficient prior written notice to Customer before deprecating or materially reducing any significant functionality.

1.5 Documentation. Customer and its designated Users may access, use, and reproduce the Documentation solely as necessary to support their use of the Software Products in accordance with this Agreement.

1.6 Trial and Beta Versions. Devolutions may, at its sole discretion, offer access to trial, beta, or other evaluation versions of the Software Products (“Trial Versions”) for a limited period and solely for evaluation and testing purposes. Devolutions reserves the right to modify, restrict, or terminate access to any Trial Versions at any time, with or without notice, and for any reason, without incurring any liability. Trial Versions are provided strictly “AS IS” and “AS AVAILABLE,” without any representations, warranties, conditions, indemnities, or liabilities of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, you expressly waive any and all claims, rights, remedies, or causes of action against Devolutions arising out of or relating to your access to or use of any Trial Versions.

1.7 Affiliates. The Software Products may not be used by, or shared with, any Affiliate of Customer, and may only be connected to, or provide access to, Customer’s own networks, systems, and data sources—not those of any Affiliate. For clarity, this restriction does not prevent employees, contractors, or other authorized Users of a Customer Affiliate from remotely accessing Customer’s networks, systems, or data sources, provided such access is solely for the benefit of Customer and not for the operation, management, or support of the Affiliate’s own infrastructure or business. Customer’s Affiliates may obtain their own Subscriptions to the Software Products under separate Orders, subject to the terms and conditions of this Agreement.

1.8 Users. Customer’s designated Users may access and use the Software Products solely in accordance with this Agreement. Customer is responsible for ensuring that its Users comply with all applicable terms and conditions and remains liable for any breach of this Agreement by any such User.

1.9 Prohibited Uses and other Restrictions. All rights in and to the Software Products not expressly granted under this Agreement are hereby reserved by Devolutions, and no rights shall be granted by implication or otherwise. Without limiting the generality of the foregoing, Customer shall not, and shall ensure that its designated Users do not: (i) sell, resell, license, assign, sublicense, distribute, lease, share, time-share, or otherwise make the Software Products available to any third party, except as explicitly permitted by this Agreement or as authorized in writing by Devolutions; (ii) modify, adapt, or create derivative works based on the Software Products, or use them to develop a product or service that is competitive with or similar to any Software Product; (iii) remove, alter, or obscure any proprietary notices, labels, or legal markings (including copyright or trademark notices) affixed to or contained within the Software Products or related media; (iv) access, use or reproduce the Software Products in any manner not explicitly authorized by this Agreement; (v) use the Software Products to distribute or support software or files containing malware, including viruses, worms, Trojan horses, or other harmful components, or engage in any activity that disrupts, degrades, or interferes with the functionality, performance, or security of the Software Products or any other systems or networks; (vi) use, copy, modify, merge, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Software Products (except for any Open-Source Components, to the extent permitted by their own Public Licenses); (vii) use the Software Products for any unlawful purpose, or in a manner that infringes upon the rights of any third party, including intellectual property, privacy, or other proprietary rights; (viii) use the Software Products to store, process, or transmit any illicit, offensive, or objectionable material; (ix) use the Software Products to gain unauthorized access to any third-party systems, networks, data, or device; (x) use the Software Products to send unsolicited communications, including spam or unauthorized data collection; (xi) attempt to bypass, disable, or otherwise interfere with any access controls, license management mechanisms, usage limitations, security features, or technical safeguards embedded in the Software Products or supporting infrastructure; (xii) engage in inappropriate, aggressive, abusive, or unprofessional conduct toward Devolutions’ personnel, including written or verbal harassment, threats, or disrespectful behavior; or (xiii) use the Software Products in any manner that could reasonably be expected to subject Devolutions or its providers to legal or regulatory obligations not already contemplated by this Agreement.

1.10 Verification of Compliance. Devolutions reserves the right to verify at any time that Customer’s and its Users’ use of the Software Products complies with the obligations, usage restrictions, and terms of the applicable Subscriptions and licenses under this Agreement. Upon Devolutions’ reasonable written request, Customer agrees to promptly cooperate and provide information or assistance as necessary to facilitate such verification. If any verification reveals that Customer or its Users have exceeded applicable usage limitations or otherwise violated the terms of this Agreement, Devolutions may, at its sole discretion: (i) adjust the Fees to reflect actual usage; (ii) terminate this Agreement, including any applicable Subscriptions; or (iii) exercise any other remedy available under this Agreement or applicable law.

2. Customer support and professional services

2.1 Customer Support Services. As part of the Subscription to a Software Product or a Software Package, Devolutions shall provide Support Services to Customer. Support Services will commence on the date the Subscription is activated by Devolutions and will continue for the duration of the Subscription Period. The level of Support Services provided will depend on the support plan selected at the time of Subscription. The Standard Plan is included at no additional cost with all Subscriptions by default, and Customer may also opt to purchase an Extended Plan or Premium Plan, each as further detailed in the Support Services Addendum. In addition, Devolutions offers 24/7 complimentary access to its online support center, which includes access to the Devolutions Community Forum, a comprehensive self-help documentation center, and the Devolutions Academy e-learning platform.

2.2 Professional Services. Subject to Customer’s payment of applicable Fees, Devolutions shall provide the Professional Services as set forth in the applicable Order. Unless expressly stated otherwise in the applicable Order or agreed in writing by the parties, Professional Services do not constitute “works for hire,” “works made in the course of duty,” or any similar designation under applicable laws that would result in the automatic transfer of intellectual property rights to Customer. Professional Services are subject to additional terms and conditions set forth in the Support Services Addendum. Unless otherwise agreed in writing, Fees for Professional Services do not include any out-of-pocket expenses incurred by Devolutions in connection with the delivery of such services, which shall be invoiced separately.

3. Fees and payments

3.1 Payment of Fees. Customer shall: (a) pay the Fees and other charges and expenses set forth in each Order; (b) make all payments in full and without deduction or set-off in accordance with the payment terms indicated in the Order; and (c) pay such transaction fees, bank fees and currency conversion fees or rates charged by the financial institution or credit card issuer. Unless agreed otherwise in writing, Fees are paid in advance for the whole Subscription Period and, in the case of multi-year Subscriptions, Fees may also be payable in equal and consecutive annual installments due at the beginning of each Subscription year. All payments shall be made, at Customer’s option, in U.S. Dollars, Canadian Dollars or Euros.

3.2 Cancellation and Refund. Except as expressly provided in this Agreement, Fees are non-cancelable and non-refundable once paid, regardless of whether Customer uses the Software Products or terminates this Agreement prior to the end of the applicable Subscription Period.

3.3 Payment Default. If Customer fails to pay any Fees when due and does not cure such non-payment within thirty (30) days after receiving written notice thereof, Devolutions may, without limiting any other rights or remedies, suspend, terminate, or blacklist Customer’s Subscription, and/or suspend or cancel the provision of any Support Services or Professional Services. Customer agrees to reimburse Devolutions for any overdraft fees, collection costs, and other reasonable expenses incurred in connection with the recovery of overdue or returned payments.

3.4 Adjustment of Fees. Devolutions reserves the right to modify the applicable Fees at any time, in its sole discretion. Any such adjustment will apply only to Customer’s next Subscription renewal and will not affect the Fees applicable to the current Subscription Period.

3.5 Taxes. All Fees and other amounts payable to Devolutions are exclusive of any taxes, duties, or similar governmental charges that may apply to Customer’s transactions with Devolutions, except for taxes based on Devolutions’ net income. Any applicable taxes will be added to the relevant Order and listed separately, and Customer is solely responsible for the payment of such taxes. If Customer is exempt from sales, use, or other applicable taxes, it must provide Devolutions with valid and sufficient evidence of its tax-exempt status for all relevant jurisdictions prior to invoicing.

3.6 Purchases Through Resellers. If Customer purchases Software Products through a Reseller, Customer agrees to pay all applicable Fees directly to the Reseller. Customer further authorizes Devolutions to obtain from the Reseller any information reasonably necessary to process the applicable Order and provide the Software Products, which may include Personal Data relating to Customer or its Users. Any refund to which Customer may be entitled will be issued to the Reseller, who shall be solely responsible for reimbursing Customer. Resellers are independent contractors and are not agents of Devolutions. Devolutions shall have no liability for any act or omission of any Reseller. Resellers are not authorized to modify this Agreement or to make any representation, warranty, indemnity, or commitment on behalf of Devolutions.

4. Accounts, access management and security responsibilities

4.1 Devolutions Account. A valid Devolutions account is required to subscribe to, access, and use certain Software Products. Each User must provide accurate, complete, and current information when creating their account and must promptly update such information as necessary to ensure it remains accurate and up to date.

4.2 Users’ Responsibilities. Users are responsible for maintaining the confidentiality and security of their account credentials and for all activities conducted under their account. Without limitation, Users must: (i) comply with this Agreement and Devolutions’ Terms of Use (as amended from time to time), which are incorporated herein by reference; (ii) implement reasonable security measures to protect their account, including the use of strong, unique passwords and, where available, multi-factor authentication (MFA); (iii) refrain from sharing account credentials or accessing the Software Products on behalf of unauthorized individuals; and (iv) promptly report any suspected unauthorized access or misuse of their account or the Software Products to their administrator or to Devolutions.

4.3 Customer’s Responsibilities. If applicable, Customer is responsible for managing User accounts and permissions (including appointing administrators as needed), configuring the Software Products in accordance with the Documentation and its own business and security requirements, and maintaining the security of its Systems. Without limitation, Customer must: (i) implement and enforce appropriate logical access controls and policies to ensure that only authorized Users are permitted to access the Software Products; (ii) promptly revoke access rights for any Users who leave the Organization, change roles, or otherwise no longer require access; (iii) apply timely updates, patches, and security fixes within its environment to mitigate known vulnerabilities; (iv) follow secure configuration practices for all Systems, applications, and browsers used to access the Software Products; (v) promptly notify Devolutions of any suspected or confirmed abuse, unauthorized access or use, identified vulnerabilities, or any actual or suspected security incidents, including breaches of confidentiality or privacy involving the Software Products; and (vi) cooperate fully with Devolutions in the investigation, containment, remediation, and recovery of any such security incidents, including providing timely and accurate information and implementing recommended mitigation measures.

4.4 Enforcement and Limitation of Liability. Devolutions shall have no liability for any loss or damage arising from or related to any failure by the Customer or its Users to comply with the responsibilities outlined in this Section 4. In addition to limiting Devolutions’ ability to provide effective Support Services, such failure may result in the suspension or termination of access to the Software Products, at Devolutions’ sole discretion.

5. Intellectual property and ownership

5.1 Ownership. The Software Products, including all copies, associated Documentation and Proprietary Materials, are licensed (or otherwise made available, as applicable) to Customer, not sold. Devolutions retains all right, title, and interest in and to the Software Products, Documentation and Proprietary Materials, including all related intellectual property rights, trademarks, service marks, logos, and trade secrets. Customer acquires only the limited rights expressly granted under this Agreement, and no other rights are granted by implication or otherwise.

5.2 Devolutions’ Trademarks. All use of Devolutions’ trademarks, service marks and logos must comply with Devolutions’ then-current Trademark and Brand Use Policy.

5.3 Feedback. If Customer or any of its Users provides Devolutions with any Feedback, Devolutions shall have a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license to use, disclose, reproduce, license, distribute, commercialize, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation, restriction, or compensation to Customer or its Users. All Feedback and any modifications, enhancements, or Upgrades derived therefrom shall be deemed the sole property of Devolutions and shall not give rise to any joint ownership, partnership, or joint development rights, unless expressly agreed to in a separate written agreement signed by both parties.

5.4 Third-Party Content and Third-Party Platforms. Access to and use of Third-Party Content and Third-Party Platforms are governed solely by the terms and conditions of the applicable third party. Devolutions makes no representations or warranties and assumes no liability with respect to such Third-Party Content and Third-Party Platforms. Customer is solely responsible for obtaining all necessary rights to access and use any Third-Party Content and Third-Party Platforms and for ensuring compliance with all applicable third-party terms and conditions. Devolutions shall have no liability for any loss of functionality, performance, or availability of the Software Products resulting from any change to, restriction on, or unavailability of any Third-Party Content or Third-Party Platform. Customer further acknowledges and agrees that, to enable the use of the Software Products and ensure interoperability with certain Third-Party Platforms, Devolutions may access, or allow third-party providers to access, Customer Data as reasonably required. Such access may include the transmission, transfer, modification, deletion, or storage of Customer Data on third-party systems, and may occur in accordance with Customer’s explicit instructions or as reasonably inferred from Customer’s configuration or use of the Software Products. Devolutions shall have no liability for any access to, or use, disclosure, or processing of, Customer Data by any third-party provider, nor for any acts, omissions, or practices of such providers or their associated Third-Party Platforms.

5.5 Custom Development. Unless otherwise agreed in writing, any custom development, configuration, or Professional Services performed by Devolutions at the request of Customer shall remain the sole property of Devolutions. Customer is granted a non-exclusive, non-transferable, non-sublicensable license to use such deliverables solely in connection with its authorized use of the Software Products, subject to the terms of this Agreement.

5.6 Open-Source Components. The Software Products may include or be distributed with Open-Source Components that are licensed under separate Public Licenses. A list of the applicable Open-Source Components included in certain Software Products, accurate as of the date indicated, is available on Devolutions’ Trust Center. Each Open-Source Component is licensed to Customer under its own applicable Public License terms, and to the extent required by those terms, Customer receives the rights to use, modify, or distribute that component as permitted by its Public License, provided that using the Software Products in their intended manner will not subject Customer to any additional restrictions or obligations. In the event of a conflict between the terms of a Public License and the terms of this Agreement, the terms of the Public License shall govern solely with respect to the applicable Open-Source Components.

6. Data protection

6.1 Customer Data Ownership and License. Devolutions acknowledges that, as between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data. To the extent applicable, Customer hereby grants Devolutions a non-exclusive, royalty-free, worldwide license to host, store, transmit, process, and otherwise use the Customer Data solely as necessary to provide the Software Products, Support Services, and/or Professional Services to Customer in accordance with this Agreement. This license includes the right to make copies, perform backups, and take any other actions reasonably required for the performance and delivery of such services.

6.2 Self-Hosted Software – Limited Processing. Devolutions does not access, collect, store, or otherwise process any Customer Data, including Personal Data, in connection with Customer’s use of Self-Hosted Software, except in the following limited circumstances: (i) when a User voluntarily submits a crash report or a customer support request through the Self-Hosted Software; and (ii) when a User sends a secure message (such as a push notification) from a Self-Hosted Software to a Devolutions mobile application (e.g., Devolutions Password Manager or RDM Mobile), or uses the Devolutions Send feature integrated within a Self-Hosted Software, which involves the encrypted transmission and temporary encrypted storage of limited Customer Data through Devolutions’ infrastructure, in accordance with the Data Processing Addendum.

6.3 Cloud Services and Other Services – Data Processing. In connection with the provision of the Cloud Services, Support Services and Professional Services, Devolutions may process Customer Data, including Personal Data, on behalf of Customer. Such processing may include the hosting, storage, transmission, access, and other use of Customer Data as necessary to perform, operate, maintain, secure, support, and improve such services and to fulfill Devolutions’ obligations under this Agreement. To the extent such processing involves Personal Data, the parties agree Customer acts as the data controller (or equivalent under applicable data protection laws), and Devolutions acts as the data processor. All processing of Personal Data by Devolutions shall be governed by and subject to the terms of the Data Processing Addendum (DPA), which is hereby incorporated by reference into this Agreement. Devolutions may engage third-party subprocessors to assist in the delivery of the Cloud Services, Support Services and Professional Services, subject to the terms and safeguards outlined in the DPA. Customer Data processed through such services may be accessed, stored, or otherwise processed in jurisdictions specified in the DPA or in associated documentation. If applicable, Customer acknowledges and agrees to such data transfers, provided they are carried out in compliance with applicable data protection laws.

6.4 Aggregated and Anonymized Data. Devolutions may collect, use, and analyze data derived from Customer’s use of the Software Products—whether through Cloud Services or Self-Hosted Software—in aggregated or anonymized form for the purposes of analytics, benchmarking, service improvement, and the development of new features or products, provided that such data does not include any Customer Data or Customer Confidential Information. This may include the collection of limited, anonymous telemetry data related to Users’ approximate location and usage statistics (such as device type, platform, and operating system architecture), which is linked solely to a randomly generated, rotating identifier that cannot be used to identify any individual User. This telemetry functionality may be disabled at any time by Customer or Users via the Software Product settings. All rights in and to such aggregated or anonymized data shall be retained exclusively by Devolutions.

6.5 Protection of Customer Data. Devolutions shall implement and maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data that it processes, in accordance with applicable industry standards and best practices. Such safeguards shall include measures designed to prevent unauthorized access to, or use, disclosure, alteration, or destruction of, Customer Data by Devolutions’ personnel, except to the extent necessary: (a) to provide the Cloud Services, Support Services or Professional Services under this Agreement; (b) as required by applicable law; or (c) as expressly authorized by Customer in this Agreement or in a separate written instruction. Devolutions maintains a comprehensive compliance and security program that includes regular third-party audits and certifications. Additional documentation regarding Devolutions’ security controls and certifications are available on its Trust Portal, as updated from time to time.

6.6 Customer Responsibilities for Data Compliance. Customer represents and warrants that it, and its Users, have obtained all necessary rights, consents, authorizations, and permissions to submit, transmit, process or upload Customer Data in connection with the Cloud Services, Support Services and Professional Services, and to grant the rights granted to Devolutions under this Agreement. Customer further represents that the collection, submission, processing, and storage of such Customer Data in connection with such services do not and will not violate any applicable laws or regulations, infringe any intellectual property, privacy, or other rights of any third party, or breach any applicable terms or policies governing Customer Data. Except for Devolutions’ express obligations under this Agreement and applicable Addenda, Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data and the means by which it is acquired and used. Devolutions does not monitor Customer Data submitted through the Cloud Services, Support Services or Professional Services and has no obligation to do so. However, Devolutions reserves the right to suspend or restrict access to such services, without liability, if it reasonably determines that Customer or its Users have violated this Agreement or that continued access to such data poses a security risk, violates applicable law, or could adversely impact other users. Devolutions will make reasonable efforts to provide Customer with advance notice of any such suspension when practicable. In cases where immediate action is required to protect the integrity or security of the Cloud Services or data, Devolutions may suspend access without prior notice.

6.7 Data Retention – Cloud Services. The duration for which Devolutions retains Customer Data depends on the specific Cloud Service and is governed by the following service-specific data retention practices, unless a longer retention period is required by applicable law or regulatory obligations:

Customer acknowledges that residual copies of Customer Data may continue to exist in Devolutions’ backup archives for a limited period beyond the applicable retention periods described above, in accordance with Devolutions’ standard backup retention schedules. Any such backup copies will remain subject to the confidentiality and data protection obligations set forth in this Agreement and the Data Processing Addendum.

7. Confidentiality

7.1 Confidentiality Obligations. Each party agrees to use the Confidential Information of the other party solely as necessary to perform its obligations or exercise its rights under this Agreement and to protect such Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party shall not disclose any Confidential Information to any third party except to its employees, contractors, affiliates, or professional advisors who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those set forth in this Section. The Receiving Party shall be responsible for any unauthorized use or disclosure of Confidential Information by any such third party.

7.2 Compelled Disclosure. If the Receiving Party is required by law, regulation, or legal process (including court order or subpoena) to disclose any Confidential Information, it shall provide, to the extent legally permitted, prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy. If such protective measures are not obtained, the Receiving Party may disclose only that portion of the Confidential Information that is legally required to be disclosed, and shall use reasonable efforts to ensure that the disclosed information is treated confidentially.

7.3 Injunctive Relief. The parties agree that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be an insufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief in the event of any breach or threatened breach of this Section, in addition to any other legal or equitable remedies available.

7.4 Breach Notification. The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information and shall reasonably cooperate with the Disclosing Party to help the Disclosing Party regain possession of its Confidential Information and prevent further unauthorized use or disclosure.

8. Indemnification

8.1 Mutual Indemnification for Third-Party Claims. Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other party (“Indemnified Party”) from and against any third-party claim, demand, suit, or proceeding (a “Third-Party Claim”) to the extent arising out of or relating to: (i) a claim that the Indemnifying Party’s products, services, data, or content infringes or misappropriates a third party’s intellectual property rights; or (ii) the Indemnifying Party’s use of the Software Products, Support Services or Professional Services in breach of this Agreement, applicable Addenda, applicable laws, or the rights of a third party.

The Indemnified Party shall: (i) promptly notify the Indemnifying Party in writing of the claim; (ii) permit the Indemnifying Party to assume sole control over the defense and settlement of the claim (provided that no settlement may impose any liability or obligation on the Indemnified Party without its prior written consent, not to be unreasonably withheld); and (iii) provide reasonable cooperation and assistance at the Indemnifying Party’s expense.

8.2 Specific Remedies for Infringement Claims. If the Software Products become, or in Devolutions’ reasonable opinion are likely to become, the subject of a Third-Party Claim for intellectual property infringement, Devolutions may, at its sole option and expense: (i) procure for Customer the right to continue using the affected Software Products in accordance with this Agreement; (ii) modify the Software Products or their affected components so that they are no longer infringing, without materially reducing their functionality; or (iii) terminate the affected Subscriptions and refund any prepaid Fees attributable to the unused portion of the applicable Subscription Period as of the date Customer is required to cease using the Software Products.

The remedies set forth in this Section 8.2, together with the mutual indemnity obligations in Section 8.1, constitute each party’s sole and exclusive liability, and the other party’s sole and exclusive remedy, with respect to any Third-Party Claim. Such Customer’s remedies and Devolutions’ indemnity obligations shall not apply to the extent the Third-Party Claim arises from: (i) Customer’s use of the Software Products in violation of this Agreement, applicable Addenda, or applicable law; (ii) modifications or customizations made to the Software Products by or on behalf of Customer without Devolutions’ prior written consent; or (iii) Customer’s failure to implement an Upgrade provided by Devolutions at no additional charge that would have avoided the alleged infringement.

8.3 Government Customer Exception. Notwithstanding the foregoing, if Customer is a governmental entity and is prohibited by applicable law from providing indemnification, this Section shall not apply to the extent such indemnification is prohibited. In such cases, Customer shall remain responsible for its own acts and omissions and those of its employees, agents, and representatives, to the extent permitted by applicable law.

9. Limited warranty

9.1 Limited Warranty for Software Products. Devolutions warrants that, during the applicable Subscription Period, the Software Products will substantially conform in all material respects to the applicable Documentation when used in accordance with this Agreement and such Documentation (the “Limited Warranty”).

9.2 Exclusions. The Limited Warranty does not apply to: (i) Trial Versions of the Software Products; (ii) Support Services or Professional Services, for which any applicable warranties are set forth in the Support Services Addendum; (iii) any unavailability, defect, or malfunction caused by Customer’s own System or any third-party system, hardware, software, datasource, or application not provided by Devolutions; (iv) misuse, abuse, theft, vandalism, power surges or failures, battery failures, internet or wireless network interruptions or insufficiencies, acts of God, or other force majeure events; (v) security incidents, breaches, or exploitation of vulnerabilities resulting from Customer’s failure to apply security patches, updates, or recommendations to its System; (vi) any negligent, malicious, wrongful, or unlawful act or omission by Customer, its Users, or any third party; (vii) any failure to install, update, use, or configure the Software Products in accordance with the Documentation; (viii) use of the Software Products with incompatible, unsupported, or outdated hardware, operating systems, browsers, or other technologies, as specified in the Documentation; or (ix) any other cause beyond Devolutions’ reasonable control.

Without limiting the foregoing, Devolutions makes no representations or warranties that the Software Products are, or will remain, compatible with any technologies, platforms, software environments, operating systems, or devices except those expressly identified in the Documentation as supported. Customer acknowledges and agrees that Devolutions may, at its discretion and without liability, discontinue support or integration for any specific technology, protocol, software, or tool.

9.3 Exclusive Remedy. If the Software Products fail to conform to the Limited Warranty, and Customer provides written notice of the issue within the applicable Subscription Period, Devolutions will, at its option and expense: (i) use commercially reasonable efforts to correct the non-conformity; (ii) replace the non-conforming Software Product; or if neither (a) nor (b) is commercially feasible, terminate the applicable Subscription and refund any prepaid Fees for the unused portion of the Subscription Period. This Section 9.3 sets forth Customer’s sole and exclusive remedy and Devolutions’ entire liability for any breach of the Limited Warranty.

9.4 Security and Malicious Code. Devolutions shall implement and maintain commercially reasonable development, testing, and security procedures designed to prevent the introduction of malicious code into the Software Products, including adherence to industry standards and secure coding practices. Devolutions shall maintain prevention, detection, and recovery controls to protect its development and production environments against the introduction or spread of viruses, worms, trojan horses, logic bombs, spyware, and other forms of malicious code. Devolutions further represents and warrants that, to the best of its knowledge and belief, the Software Products, as delivered to Customer, do not contain any malicious code designed to (a) disrupt, disable, harm, or otherwise impede the normal operation of Customer’s systems or data; (b) permit unauthorized access to Customer’s systems or data; or (c) trigger unauthorized self-executing functions. This warranty excludes any code introduced by Customer or third parties after delivery, or any features disclosed in this Agreement or the Documentation (such as license enforcement mechanisms).

9.5 Open-Source Components. Devolutions (i) complies with all Public Licenses applicable to the Open-Source Components included in or distributed with the Software Products, (ii) has all necessary rights to provide the Software Products to Customer, and (iii) has not used any Open-Source Component in a manner that (a) requires any proprietary software of Customer or Devolutions to be disclosed or distributed in source code form; (b) requires any proprietary software to be licensed to others for the purpose of making derivative works; (c) imposes any restriction on fees for licensing or distributing the Software Products; or (d) grants to any third party any rights in or access to the proprietary software’s source code.

9.6 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DEVOLUTIONS MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RESULTS TO BE OBTAINED FROM USE.

WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT USE OF THE SOFTWARE PRODUCTS MAY INVOLVE THE TRANSMISSION OF DATA OVER NETWORKS THAT ARE NOT OWNED, OPERATED, OR CONTROLLED BY DEVOLUTIONS. DEVOLUTIONS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS, INTERCEPTION, ALTERATION, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA THAT OCCURS WHILE IN TRANSIT OVER SUCH NETWORKS.

10. Limitation of liability

10.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Limitation of Direct Damage. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DEVOLUTIONS UNDER THIS AGREEMENT FOR THE SOFTWARE PRODUCTS OR OTHER SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). Without limiting the foregoing, Devolutions shall not be liable for any loss, corruption, or damage to Customer Data to the extent caused by Customer’s failure to implement appropriate internal data security measures, maintain regular data backups, AND test such backups on a regular basis (except to the extent such measures are the express responsibility of Devolutions under this Agreement).

10.3 Excluded Claims. The limitation set forth in Section 10.2 shall not apply to: (i) either party’s indemnification obligations under this Agreement; (ii) damages arising from a party’s fraud, willful misconduct, or gross negligence; (iii) Customer’s payment obligations; and (iv) damages resulting from a breach of Section 7 (Confidentiality), but solely to the extent such breach arises from a party’s negligence or failure to comply with its obligations under such Section.

10.4 Severability. If any disclaimer, exclusion, or limitation set forth in this Agreement is determined to be unenforceable under applicable law, such provision shall apply to the maximum extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.

10.5 Essential Basis. The parties agree that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

11. Term and termination

11.1 Term of Agreement. This Agreement becomes effective on the date Customer first subscribes to, acquires, or begins using any Software Product, and shall remain in effect until the expiration or termination of all Subscriptions or until Customer permanently ceases to use the Software Products, as applicable, unless earlier terminated by either party in accordance with this Agreement. The rights and obligations of the parties with respect to surviving provisions shall remain in effect as described in Section 11.8.

11.2 Term of Subscriptions. Each Subscription shall commence on the effective date set forth in the applicable Order and shall remain in effect for the term specified therein, unless earlier terminated by either party in accordance with this Agreement. Subscriptions do not renew automatically and must be renewed by Customer on or before their expiration date by paying the applicable renewal Fees. Failure to renew a Subscription in a timely manner may result in the suspension or loss of access, in whole or in part, to the Software Products, Support Services or Professional Services.

11.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (ii) ceases its operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Without limiting the generality of the foregoing, the following shall be deemed material breaches: (i) failure to pay any Fees when due under this Agreement or an applicable Order; (ii) use of the Software Products or Other Services in violation of the license scope, usage restrictions and prohibitions, or applicable law; or (iii) breach of the confidentiality or data protection obligations set forth in this Agreement.

11.4 Termination for Convenience. Customer may terminate a Subscription for convenience at any time upon thirty (30) days’ written notice.

11.5 Refunds Upon Termination. If Customer terminates this Agreement or any Subscription for cause in accordance with Section 11.3, Devolutions shall refund any prepaid Fees covering the unused portion of the terminated Subscription Period as of the effective date of termination. If Customer terminates for convenience or for any reason other than Devolutions’ material breach, it shall not be entitled to any refund, credit, or reimbursement of prepaid Fees. In the event Devolutions terminates this Agreement or any Subscription for cause, Customer shall not be entitled to any refund, and all outstanding Fees for the remainder of the applicable Subscription Period shall become immediately due and payable.

11.6 Effect of Termination. Upon termination or expiration of this Agreement or any Subscription: (i) all rights and licenses granted to Customer and its Users under the terminated Subscription(s) shall immediately cease; (ii) Customer shall cease all use of the applicable Software Products and delete or uninstall any installed Self-Hosted Software or component, except where permitted to retain archived backups for compliance purposes; (iii) Customer’s access to the Cloud Services will be disabled; and (iv) any unpaid amounts due to Devolutions shall become immediately payable. For clarity, termination of a single Subscription shall not, by itself, terminate this Agreement as a whole unless all Subscriptions have expired or been terminated.

11.7 Termination Assistance. To the extent applicable, upon the expiration or termination of this Agreement, Devolutions shall, upon Customer’s written request, provide reasonable assistance in order to facilitate the orderly transition of Customer’s access to and retrieval of its Customer Data, including making such data available in a commonly used, machine-readable format. Such termination assistance shall be limited to what is reasonably required to enable Customer to export or transition its Customer Data. Any additional services requested by Customer, including extended support, data migration assistance, or consultation, may be provided by Devolutions at its discretion and subject to a separate written agreement and applicable fees. Nothing in this Section shall require Devolutions to disclose or provide any of its proprietary tools, software, source code, trade secrets, or other confidential information to Customer or any third party.

11.8 Survival. Sections intended by their nature to survive termination or expiration of this Agreement shall do so, including but not limited to: Sections 5 (Intellectual Property), 6 (Data Protection), 7 (Confidentiality), 9 (Limited Warranty), 10 (Limitation of Liability), 11.6 (Effect of Termination), 11.7 (Termination Assistance), 11.8 (Survival), 12 (Governing Law and Dispute Resolution), and 13 (General Provisions).

12. Governing law and dispute resolution

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of law principles and regardless of the Customer’s location. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

12.2 Jurisdiction and Venue. Subject to Section 12.3, any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Province of Quebec, Canada, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to such venue, including based on forum non conveniens.

12.3 Optional Arbitration. Notwithstanding the foregoing, if mutually agreed in writing by the parties, any dispute, controversy, or claim arising out of or relating to this Agreement may instead be resolved through final and binding arbitration administered by a recognized arbitral institution under its applicable rules. Unless otherwise agreed, the arbitral institution shall be selected by mutual agreement of the parties and may include institutions such as the International Centre for Dispute Resolution (ICDR), the International Chamber of Commerce (ICC), or the ADR Institute of Canada (ADRIC). Unless otherwise agreed: (i) the arbitration shall be conducted in English; (ii) the seat of arbitration shall be Montreal, Quebec, Canada; and (iii) each party shall bear its own legal fees and an equal share of the arbitration costs. Nothing in this Section shall prevent either party from seeking interim, emergency, or injunctive relief in a court of competent jurisdiction.

13. General provisions

13.1 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and shall be deemed to have been duly given: (i) upon receipt if delivered personally or sent by a recognized courier service or by registered or certified mail (return receipt requested); or (ii) on the date of transmission if sent by email during normal business hours of the recipient, or on the next business day if sent outside those hours, provided that no delivery failure or bounce-back notification is received. Notices sent to Devolutions must be sent to legal@devolutions.net and notices sent to Customer must be sent to the address (including email address) specified in the applicable Order or as otherwise designated in writing by Customer. Each party is responsible for ensuring that its contact information remains current and for retaining reasonable proof of delivery. For the purposes of this Section, “business hours” means 9:00 a.m. to 5:00 p.m., Monday through Friday, excluding public holidays observed at the recipient’s principal place of business.

13.2 Amendments. The terms of this Agreement in effect at the time Customer purchases a Subscription shall remain in effect for the duration of the applicable Subscription Period, unless modified earlier by a written agreement signed by both parties. Devolutions may revise or update the terms of this Agreement from time to time, provided that such modifications will only become effective at the start of Customer’s next Subscription Period. Devolutions shall provide prior written notice by email, through notifications within the Software Products, or by another reasonable method to inform the Customer that amendments were made to the Agreement. Continued use of the Software Products following renewal or repurchase shall constitute Customer’s acceptance of the amended terms. Notwithstanding the foregoing, Devolutions may implement immediately effective amendments at any time during a Subscription Period if required by applicable law or regulation, or to address new security risks or compliance obligations. In such cases, Devolutions shall promptly notify Customer of these changes. If Customer reasonably objects to any material amendment made pursuant to this Section, Customer’s sole remedy shall be to decline renewal of its Subscription or cease using the affected Software Products. Devolutions may also unilaterally update or modify external documents referenced in this Agreement (including without limitation, Terms of Use, Addenda, or Privacy Policy), provided that such modifications do not materially degrade the functionality, performance, or security of the Software Products, nor materially reduce Customer’s rights under this Agreement.

13.3 Assignment. Neither party may assign, transfer, or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign this Agreement without such consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets, provided that (i) the assigning party provides prompt written notice to the other party, and (ii) the assignee (including any Affiliate) agrees in writing to be bound by the terms and conditions of this Agreement. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and benefit the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, Devolutions may engage subcontractors to perform its obligations under this Agreement, provided that Devolutions remains fully responsible for the performance of all subcontracted obligations.

13.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to reflect the parties' original intent. The remainder of this Agreement shall remain valid, enforceable, and in full force and effect.

13.5 Export Administration. The Software Products may be subject to the export control laws and regulations of Canada, the United States, and other applicable jurisdictions, including the jurisdiction in which Customer operates. Customer shall fully comply with all applicable export laws and regulations, ensuring that the Software Products are not: (i) used, exported, or re-exported, directly or indirectly, in violation of such laws and regulations; or (ii) used for any purpose prohibited by such laws and regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. Without limiting the foregoing, Customer represents and warrants that: (i) it is not listed on any denied-party, sanctioned-entity, or restricted-entity lists maintained by the governments of Canada, the United States, or other applicable jurisdictions; (ii) it is not directly or indirectly owned or controlled by, or acting on behalf of, any person or entity listed on such sanctioned or restricted-entity lists, including if such listed person or entity directly or indirectly holds an interest of 50% or more; and (iii) it shall not permit any third party to access, use, or export the Software Products to any country or territory subject to an embargo imposed by Canada, the United States, or the jurisdiction in which Customer operates.

13.6 U.S. Government. This subsection applies solely if the Customer is a United States federal, state, or local government entity ("U.S. Government") and uses the Software Products for official governmental purposes. Any use of the Software Products for private, personal, or non-governmental purposes by the U.S. Government or its Users shall automatically waive the applicability of this subsection. The Software Products are "Commercial Items" as defined in 48 C.F.R. § 2.101, and constitute "Commercial Computer Software" as defined in 48 C.F.R. § 252.227-7014(a)(1), as applicable, and as referenced in 48 C.F.R. §§ 12.212 and 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the Software Products by the U.S. Government shall be governed solely by the terms and conditions of this Agreement, and shall be consistent with 48 C.F.R. § 12.212, 48 C.F.R. §§ 227.7202-1 through 227.7202-4, and other relevant provisions of the Code of Federal Regulations. Accordingly, the Software Products are provided to U.S. Government end users with only those rights customarily provided to non-governmental commercial customers under this Agreement.

13.7 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) to the extent such delay or failure is caused by a force majeure event, meaning any unforeseen event beyond the reasonable control of the affected party, such as acts of God, natural disasters, pandemics, epidemics, government actions, labor disputes, war, terrorism, cyberattacks, civil unrest, power or Internet outages, or failures of third-party hosting or infrastructure providers. The affected party shall promptly notify the other party of the occurrence of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

13.8 Waiver and Remedies. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any other or further exercise of the same or any other right, power, or remedy. No waiver of any provision or breach of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party, and any such waiver shall apply only to the specific instance and purpose for which it is given. All rights and remedies under this Agreement are cumulative and may be exercised individually or concurrently, and are in addition to, and not in substitution for, any rights or remedies available at law or in equity.

13.9 Entire Agreement. This Agreement, together with any applicable Orders, Addenda, and Documentation expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter, unless otherwise expressly agreed in writing by both parties. Any terms or conditions set forth in a purchase order, acknowledgment, or other document issued by the Customer that are inconsistent with or in addition to the terms of this Agreement shall be of no force or effect with respect to the subject matter of this Agreement, even if signed or accepted by Devolutions, unless such document explicitly states that its terms shall override those of this Agreement and is signed by an authorized representative of Devolutions. In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply: (1) the applicable Order; (2) any applicable Addenda; (3) this Agreement (excluding Addenda); (4) the Documentation.

13.10 Language (applicable only to Customers located in the Province of Quebec). The parties acknowledge that they have expressly requested and agreed that this Agreement and all related documents be drawn up in the English language. Without limiting the foregoing, Customer acknowledges having had access to the French version of this Agreement, available at devolutions.net/legal/, and agrees that in the event of any conflict, ambiguity, or inconsistency between the English and French versions, the French version shall prevail. Les parties reconnaissent avoir expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. Sans limiter ce qui précède, le Client reconnaît avoir eu accès à la version française de la Convention, disponible à l'adresse suivante: devolutions.net/legal/, et convient qu'en cas de conflit, d’ambiguïté ou d'incohérence entre la version anglaise et la version française, la version française prévaudra.

Last update: May 4th, 2026

SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT - PowerShell Universal

This Software License and Subscription Agreement (“Agreement”) is an agreement between Devolutions inc. (“Devolutions”) and the individual or Organization (“Customer”) agreeing to the present terms, and governs Customer’s use, and Devolutions’ provision, of PowerShell Universal (the “Software Product”).

Capitalized terms used but not defined in the Agreement have the meanings given to them in Exhibit A (Definitions), which, together with any applicable Addenda, the Documentation, and Orders, forms part of this Agreement.

By purchasing a Subscription, by using the Software Product or by clicking “I Agree” (or any similar button or checkbox), Customer consents and agrees to be bound by the terms and conditions of this Agreement. If Customer is an Organization, the individual accepting this Agreement on its behalf represents and warrants to Devolutions that they have the full legal authority to bind that Organization to this Agreement.

If Customer is an individual who has not reached the age of digital consent applicable in their jurisdiction, they may only enter into this Agreement and use the Software Product with the valid and verifiable consent of a parent or legal guardian. Individuals under the age of 13 are not permitted to enter into this Agreement or to access or use the Software Product under any circumstances. By entering into this Agreement, Customer represents and warrants that they meet the minimum age requirements under applicable law or have obtained the necessary parental or legal guardian consent.

1. Rights of Access and Use.

1.1 Grant of License Rights. Subject to Customer’s continued compliance with the terms of this Agreement and payment of all applicable Fees, Devolutions grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to install, deploy and operate the Software Product on its Systems during the applicable Subscription Period, for Customer’s personal or internal business use, and solely in accordance with the specific license type purchased by Customer. The license applies to one (1) Instance of the Software Product, unless otherwise expressly authorized herein or in an applicable Order. Customer’s vested rights in relation to the Software Product shall be strictly limited to those rights that are necessary to enable Customer and its Users, as applicable, to effectively operate the Software Product as contemplated under the Agreement. All other rights, titles, and interests in and to the Software Product are and shall remain exclusively reserved to Devolutions.

1.2 Legacy Licensing Provision. Notwithstanding Section 1.1, if Customer acquired a perpetual license under a Legacy Agreement or was using a Fallback Version prior to January 1, 2026, Customer may continue to use the applicable Fallback Version strictly in accordance with the Legacy Agreement, as such terms existed on the date Customer last purchased or renewed its Software Product prior to January 1, 2026. This legacy right does not apply to any new Subscriptions purchased or renewed on or after January 1, 2026, and nothing herein creates, extends, or reinstates any perpetual rights beyond those expressly granted under the applicable Legacy Agreement. However, Customers holding a perpetual license with active maintenance as of January 1, 2026 may renew such maintenance one (1) final time, for a period of not more than twelve (12) months, provided such renewal occurs no later than December 31, 2026. In all cases, perpetual licenses and any associated maintenance shall reach end-of-life no later than December 31, 2027.

1.3 Specific License Types. The specific license rights granted to the Customer under this Agreement shall be determined by, and shall correspond to, the particular type of license purchased by the Customer, as further described below:

For clarity, except as expressly provided for the Developer Edition License:

1.4 Upgrades. Upgrades released or made available by Devolutions may be installed and deployed at no additional cost during the applicable Subscription Period. Customer and its Users are responsible for installing any available Upgrades. Failure by Customer or its Users to install Upgrades may adversely affect: (i) the proper or full functioning of the Software Product; (ii) the security of the Software Product, particularly where an Upgrade addresses a known vulnerability; or (iii) Devolutions’ ability to provide effective Support Services. For greater certainty, Upgrades are not applicable or available to any Fallback Version.

1.5 Integration with Other Devolutions Products. The license granted under this Agreement applies solely to the Software Product and does not extend to, or include any rights in relation to, any other Devolutions product, service or software package. The purchase or use of any additional Devolutions product, service or software package, including any use of the Software Product in conjunction with a distinct Devolutions offering, requires a separate subscription, which may be subject to different licensing terms and conditions. Devolutions reserves the right, at any time and in its sole discretion, to incorporate, bundle, or otherwise make the Software Product available as part of any of its software packages or commercial offerings, without conferring upon Customer any rights in respect of such packages unless purchased separately.

1.6 Documentation. Customer and its designated Users may access, use, and reproduce the Documentation solely as necessary to support their use of the Software Product in accordance with this Agreement.

1.7 Trial and Beta Versions. Devolutions may, at its sole discretion, offer access to trial, beta, or other evaluation versions of the Software Product (“Trial Versions”) for a limited period and solely for evaluation and testing purposes. Devolutions reserves the right to modify, restrict, or terminate access to any Trial Versions at any time, with or without notice, and for any reason, without incurring any liability. Trial Versions are provided strictly “AS IS” and “AS AVAILABLE,” without any representations, warranties, conditions, indemnities, or liabilities of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, you expressly waive any and all claims, rights, remedies, or causes of action against Devolutions arising out of or relating to your access to or use of any Trial Versions.

1.8 Affiliates. The Software Product may not be used by, or shared with, any Affiliate of Customer. Each Affiliate of Customer must obtain its own Subscriptions to the Software Product under a separate Order, and any such Subscription shall be subject to the terms and conditions of this Agreement.

1.9 Users. Customer’s designated Users may access and use the Software Product solely in accordance with this Agreement and the specific license type purchased by Customer. Customer is responsible for ensuring that all such Users comply with the terms and conditions of this Agreement and shall remain fully liable for any breach of this Agreement by any User.

1.10 Prohibited Uses and other Restrictions. All rights in and to the Software Product not expressly granted under this Agreement are reserved by Devolutions, and no rights shall be granted by implication or otherwise. Without limiting the generality of the foregoing, Customer shall not, and shall ensure that its designated Users do not:

1.11 Verification of Compliance. Customer is responsible for monitoring and ensuring compliance with the licensed number of Instances and Users. Upon reasonable notice, and no more than once per twelve (12) months, Devolutions may request information from Customer to verify compliance, and Customer agrees to promptly cooperate and provide information or assistance as necessary to facilitate such verification. If Customer exceeds licensed capacity, Devolutions may, at its sole discretion: (i) adjust the Fees retroactively to reflect actual usage; (ii) request Customer to reduce usage to remain within the licensed limits, or (iii) exercise any other remedy available under this Agreement or applicable law.

2. Support Services

2.1 Standard of Performance. Devolutions represents and warrants that the Support Services will be performed in a professional and workmanlike manner, consistent with prevailing industry standards. Customer acknowledges and agrees that Devolutions may engage qualified third-party consultants or subcontractors to assist in the performance of Support Services, in whole or in part, provided that Devolutions remains responsible for the delivery of such services in accordance with this Agreement.

2.2 Exclusions. The Software Product is not covered by the support plans or other terms and conditions set forth in Devolutions’ Support Services Addendum, and the only terms governing any Support Services that may be provided in connection with the Software Product are those expressly set out in this Agreement. Users of a Fallback Version are not entitled to receive, access, or benefit from any Support Services, except to the extent strictly required under applicable law.

2.3 Excessive Use of Support Services. If Devolutions determines, in its reasonable discretion, that Customer or its Users are making excessive use of Support Services, Devolutions reserves the right to: (i) limit or restrict the number of support cases that may be submitted by Customer; and/or (ii) lower the priority assigned to Customer’s future support requests. In addition, Devolutions reserves the right to suspend or refuse Support Services in cases where Customer or any of its Users engage in inappropriate, aggressive, abusive, or unprofessional conduct toward Devolutions’ support personnel, including written or verbal harassment, threats, or disrespectful behavior.

2.4 Customer Cooperation. Customer shall provide timely cooperation and reasonable assistance to Devolutions in connection with the provision of Support Services. Such cooperation may include, without limitation, furnishing accurate and complete information, responding to inquiries in a timely manner, and granting remote access to Customer’s Systems or environment as necessary to identify, reproduce, or resolve the reported issue.

2.5 Access to Customer Data or Systems. To the extent Devolutions must access or process Customer Data in connection with the provision of Support Services, or remotely access its Systems for the purpose of investigating, reproducing, or resolving a support issue, Customer grants Devolutions a limited, non-exclusive right to access, use, process, store, copy, and retrieve such Customer Data solely for the purposes of providing such services, addressing support-related issues, or fulfilling Customer’s express instructions. Devolutions shall implement and maintain appropriate administrative, physical, and technical safeguards, consistent with industry standards, to protect the confidentiality, integrity, and security of Customer Data in such circumstances. These safeguards include, without limitation, measures designed to prevent unauthorized access to, use of, modification of, deletion of, or disclosure of Customer Data by Devolutions personnel, except as necessary to provide the requested services or resolve technical issues or as expressly authorized by Customer in writing. Notwithstanding the foregoing, Devolutions does not guarantee the availability, integrity, or uninterrupted operation of Customer’s environment while accessing Customer’s data or Systems and does not warrant that such access will be error-free or without risk. Customer assumes all risks of data loss, system disruption, or unauthorized exposure resulting from such access, except to the extent caused by Devolutions’ gross negligence or willful misconduct. Customer is solely responsible for maintaining complete and up-to-date backup copies of any Customer Data that may be accessed, imported, or otherwise handled by Devolutions in such circumstances.

2.6 Disclaimer of Warranties. Customer acknowledges and agrees that the time required to address and resolve a support request may vary depending on its complexity and the volume of support requests being handled at any given time. Devolutions makes no guarantee that any request will be addressed or resolved within a specific timeframe, or that a specific level of support will be provided. Support Services ARE provided on an “as-is” and “as-available” basis. Devolutions makes no representations or warranties of any kind, express or implied, that support services will meet Customer’s requirements, that any issue reported by Customer will be resolved, or that any guidance, workaround, or recommendation provided during the course of support SERVICES will achieve a specific result or prevent future issues. These disclaimers are in addition to, and not a replacement for, any other warranty exclusions or limitations of liability set forth IN THIS AGREEMENT.

3. Fees and Payments

3.1 Payment of Fees. Customer shall: (a) pay the Fees and other charges and expenses set forth in each Order; (b) make all payments in full and without deduction or set-off in accordance with the payment terms indicated in the Order; and (c) pay such transaction fees, bank fees and currency conversion fees or rates charged by the financial institution or credit card issuer. Unless agreed otherwise in writing, Fees are paid in advance for the whole Subscription Period.

3.2 Cancellation and Refund. Except as expressly provided in this Agreement, Fees are non-cancelable and non-refundable once paid, regardless of whether Customer uses the Software Product or terminates this Agreement prior to the end of the applicable Subscription Period.

3.3 Payment Default. If Customer fails to pay any Fees when due and does not cure such non-payment within thirty (30) days after receiving written notice thereof, Devolutions may, without limiting any other rights or remedies, suspend, terminate, or blacklist Customer’s Subscription, and/or suspend or cancel the provision of any Support Services. Customer agrees to reimburse Devolutions for any overdraft fees, collection costs, and other reasonable expenses incurred in connection with the recovery of overdue or returned payments.

3.4 Adjustment of Fees. Devolutions reserves the right to modify the applicable Fees at any time, in its sole discretion. Any such adjustment will apply only to Customer’s next Subscription renewal and will not affect the Fees applicable to the current Subscription Period.

3.5 Taxes. All Fees and other amounts payable to Devolutions are exclusive of any taxes, duties, or similar governmental charges that may apply to Customer’s transactions with Devolutions, except for taxes based on Devolutions’ net income. Any applicable taxes will be added to the relevant Order and listed separately, and Customer is solely responsible for the payment of such taxes. If Customer is exempt from sales, use, or other applicable taxes, it must provide Devolutions with valid and sufficient evidence of its tax-exempt status for all relevant jurisdictions prior to invoicing.

3.6 Purchases Through Resellers. If Customer purchases a Software Product license through a Reseller, Customer agrees to pay all applicable Fees directly to the Reseller. Customer further authorizes Devolutions to obtain from the Reseller any information reasonably necessary to process the applicable Order and to provide the Software Product, which may include Personal Data relating to Customer or its Users. All Subscription details shall be as stated in the Subscription confirmation issued by the Reseller to Customer, and the Reseller shall be solely responsible for the accuracy of any such Subscription confirmation. Any refund to which Customer may be entitled will be issued by Devolutions to the Reseller, and the Reseller shall be solely responsible for reimbursing Customer. Resellers are independent contractors and are not agents of Devolutions. Devolutions shall have no liability for any act or omission of any Reseller. Resellers are not authorized to modify this Agreement or to make any representation, warranty, indemnity, or other commitment on behalf of Devolutions.

4. Accounts, Access Management and Security Responsibilities

4.1 PowerShell Universal Account. A valid PowerShell Universal account is required in order to access, grant access to, or use the Software Product. Customer and each User shall provide accurate, complete, and current information when creating their respective accounts and shall promptly update such information as necessary to ensure that it remains accurate, complete, and up to date at all times.

4.2 Access to the Software Product. Customer is solely responsible for downloading and installing the Software Product, which is made available for download through the PowerShell Universal website. Customer may enable Users to access the Software Product only through one of the following methods:

4.3 Users’ Responsibilities. Each User is responsible for maintaining the confidentiality and security of their account credentials and shall be deemed responsible for all activities, transactions, and access conducted through or associated with their account, whether authorized or unauthorized. Without limitation, Users shall: (i) comply at all times with this Agreement and with any applicable security, access, and usage policies communicated by Customer or Devolutions; (ii) implement reasonable and industry-standard security measures to protect their account, including the use of strong and unique passwords and, where available, multi-factor authentication (MFA); (iii) refrain from sharing account credentials, allowing third-party access, or otherwise enabling any unauthorized individual to access the Software Product; and (iv) promptly notify their administrator or Devolutions of any actual or suspected unauthorized access, compromise, loss, disclosure, or misuse of their account or of the Software Product. For greater certainty, Devolutions reserves the right to suspend or disable any User account where unauthorized use, a security risk, or a breach of this Agreement is suspected or detected.

4.4 Customer’s Responsibilities. Where applicable, Customer is responsible for managing all User accounts and permissions (including appointing administrators as necessary), configuring the Software Product in accordance with the Documentation and Customer’s own business and security requirements, and maintaining the security and integrity of its Systems. Without limitation, Customer shall: (i) implement, enforce, and periodically review appropriate logical access controls, identity-management policies, and authentication measures to ensure that only authorized Users may access the Software Product; (ii) promptly revoke or modify access rights for any User who leaves Customer’s organization, changes roles, or otherwise no longer requires access to the Software Product; (iii) apply all relevant updates, patches, security fixes, and supporting software updates within its environment in a timely manner to mitigate known vulnerabilities and maintain a secure operating posture; (iv) follow and enforce secure configuration practices for all Systems, applications, networks, and browsers used to access or interact with the Software Product; (v) promptly notify Devolutions of any suspected or confirmed abuse, unauthorized access or use, identified vulnerabilities, or any actual or suspected security incident, including any breach of confidentiality, integrity, or privacy involving the Software Product; and (vi) cooperate fully and without delay with Devolutions in the investigation, containment, remediation, and recovery of any such security incident, including by providing timely, accurate, and complete information and by implementing recommended mitigation or corrective measures.

4.5 Enforcement and Limitation of Liability. Devolutions shall have no liability for any loss, damage, disruption, or security impact arising from or related to any failure by Customer or its Users to comply with the responsibilities set out in this Section 4. Any such failure may impair Devolutions’ ability to provide effective Support Services and may, at Devolutions’ sole discretion, result in the suspension, restriction, or termination of access to the Software Product.

5. Intellectual Property and Ownership

5.1 Ownership. The Software Product, including all copies, associated Documentation and Proprietary Materials, are licensed to Customer, not sold. Devolutions retains all right, title, and interest in and to the Software Product, Documentation and Proprietary Materials, including all related intellectual property rights, trademarks, service marks, logos, and trade secrets. Customer acquires only the limited rights expressly granted under this Agreement, and no other rights are granted by implication or otherwise.

5.2 Devolutions Trademarks. All use of Devolutions trademarks, service marks and logos must comply with Devolutions’ then-current Trademark and Brand Use Policy.

5.3 Feedback. If Customer or any of its Users provides Devolutions with any Feedback, Devolutions shall have a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license to use, disclose, reproduce, license, distribute, commercialize, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation, restriction, or compensation to Customer or its Users. All Feedback and any modifications, enhancements, improvements, or Upgrades derived from or based on such Feedback, shall be deemed the sole and exclusive property of Devolutions and shall not give rise to any joint ownership, partnership, or joint development rights, unless expressly agreed to in a separate written agreement signed by both parties.

5.4 Third-Party Content and Third-Party Platforms.Access to and use of Third-Party Content and Third-Party Platforms are governed solely by the terms and conditions of the applicable third party. Devolutions makes no representations or warranties and assumes no liability with respect to such Third-Party Content and Third-Party Platforms. Customer is solely responsible for obtaining all necessary rights to access and use any Third-Party Content and Third-Party Platforms and for ensuring compliance with all applicable third-party terms and conditions. Devolutions shall have no liability for any loss of functionality, performance, or availability of the Software Product resulting from any change to, restriction on, or unavailability of any Third-Party Content or Third-Party Platform. Customer further acknowledges and agrees that, to the extent applicable, and to enable the use of the Software Product and ensure interoperability with certain Third-Party Platforms, Devolutions may access, or allow third-party providers to access, Customer Data as reasonably required. Such access may include the transmission, transfer, modification, deletion, or storage of Customer Data on third-party systems, and may occur in accordance with Customer’s explicit instructions or as reasonably inferred from Customer’s configuration or use of the Software Product. Devolutions shall have no liability for any access to, or use, disclosure, or processing of, Customer Data by any third-party provider, nor for any acts, omissions, or practices of such providers or their associated Third-Party Platforms.

5.5 Open-Source Components. The Software Product may include or be distributed with Open-Source Components that are licensed under separate Public Licenses, as disclosed in the Documentation. Each Open-Source Component is licensed to Customer under its own applicable Public License terms, and to the extent required by those terms, Customer receives the rights to use, modify, or distribute that component as permitted by its Public License, provided that using the Software Product in their intended manner will not subject Customer to any additional restrictions or obligations. In the event of a conflict between the terms of a Public License and the terms of this Agreement, the terms of the Public License shall govern solely with respect to the applicable Open-Source Components.

6. Data Protection

6.1 Customer Data Ownership and License. Devolutions acknowledges that, as between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data. To the extent applicable, Customer hereby grants Devolutions a non-exclusive, royalty-free, worldwide license to host, store, transmit, process, and otherwise use the Customer Data solely as necessary to provide the Software Product and Support Services to Customer in accordance with this Agreement. This license includes the right to make copies, perform backups, and take any other actions reasonably required for Devolutions to perform its obligations under this Agreement.

6.2 Support Services – Data Processing. In connection with the provision of the Support Services, Devolutions may process Customer Data, including Personal Data, on behalf of Customer. Such processing may include the hosting, storage, transmission, access, and other use of Customer Data as necessary to perform, operate, maintain, secure, support, and improve such services and to fulfill Devolutions’ obligations under this Agreement. To the extent such processing involves Personal Data, the parties agree Customer acts as the data controller (or equivalent under applicable data protection laws), and Devolutions acts as the data processor. All processing of Personal Data by Devolutions shall be governed by and subject to the terms of the Data Processing Addendum (DPA), which is hereby incorporated by reference into this Agreement. Devolutions may engage third-party sub-processors to assist in the delivery of the Support Services, subject to the terms and safeguards outlined in the DPA. Customer Data processed through such services may be accessed, stored, or otherwise processed in jurisdictions specified in the DPA or in associated documentation. If applicable, Customer acknowledges and agrees to such data transfers, provided they are carried out in compliance with applicable data protection laws.

6.3 Aggregated and Anonymized Data. Devolutions may collect, use, and analyze data derived from Customer’s use of the Software Product in aggregated or anonymized form for purposes such as analytics, benchmarking, service optimization, and the development of new features or products, provided that such data does not include any Customer Data or Customer Confidential Information. This may include the collection of limited, anonymous telemetry data, as described at docs.powershelluniversal.com/platform/telemetry. Telemetry is enabled on an opt-in basis and may be disabled at any time through the Software Product settings. All rights, title, and interest in and to such aggregated or anonymized data shall remain exclusively with Devolutions.

6.4 Protection of Customer Data. Devolutions shall implement and maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data that it processes, in accordance with applicable industry standards and best practices. Such safeguards shall include measures designed to prevent unauthorized access to, or use, disclosure, alteration, or destruction of, Customer Data by Devolutions’ personnel, except to the extent necessary: (a) to provide the Software Product and the Support Services; (b) as required by applicable law; or (c) as expressly authorized by Customer in this Agreement or in a separate written instruction. Devolutions maintains a comprehensive compliance and security program that includes regular third-party audits and certifications. Additional documentation regarding Devolutions’ security controls and certifications are available on its Trust Portal, as updated from time to time.

6.5 Customer Responsibilities for Data Compliance. Customer represents and warrants that it, and its Users, have obtained all necessary rights, consents, authorizations, and permissions to submit, transmit, process or upload Customer Data in connection with this Agreement, and to grant the rights granted to Devolutions under this Agreement. Customer further represents that the collection, submission, processing, and storage of such Customer Data do not and will not violate any applicable laws or regulations, infringe any intellectual property, privacy, or other rights of any third party, or breach any applicable terms or policies governing Customer Data. Except for Devolutions’ express obligations under this Agreement, Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data and the means by which it is acquired and used. Devolutions does not monitor Customer Data submitted by Customer and its Users and has no obligation to do so.

7. Confidentiality

7.1 Confidentiality Obligations. Each party agrees to use the Confidential Information of the other party solely as necessary to perform its obligations or exercise its rights under this Agreement and to protect such Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The Receiving Party shall not disclose any Confidential Information to any third party except to its employees, contractors, affiliates, or professional advisors who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those set forth in this Section. The Receiving Party shall be responsible for any unauthorized use or disclosure of Confidential Information by any such third party.

7.2 Compelled Disclosure. If the Receiving Party is required by law, regulation, or legal process (including court order or subpoena) to disclose any Confidential Information, it shall provide, to the extent legally permitted, prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy. If such protective measures are not obtained, the Receiving Party may disclose only that portion of the Confidential Information that is legally required to be disclosed, and shall use reasonable efforts to ensure that the disclosed information is treated confidentially.

7.3 Injunctive Relief. The parties agree that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be an insufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief in the event of any breach or threatened breach of this Section, in addition to any other legal or equitable remedies available.

7.4 Breach Notification. The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information and shall reasonably cooperate with the Disclosing Party to help the Disclosing Party regain possession of its Confidential Information and prevent further unauthorized use or disclosure.

8. Limited Warranty

8.1 Limited Warranty for Software Product. Devolutions warrants that, during the applicable Subscription Period, the Software Product will substantially conform in all material respects to the applicable Documentation when used in accordance with this Agreement and such Documentation (the “Limited Warranty”).

8.2 Exclusions. The Limited Warranty does not apply to: (i) Trial Versions, Fallback Versions and the Developer Edition of the Software Product; (ii) Support Services; (iii) any unavailability, defect, or malfunction caused by Customer’s own System or any third-party system, hardware, software, datasource, script, container image, or application not provided by Devolutions; (iv) misuse, abuse, theft, vandalism, power surges or failures, battery failures, internet or wireless network interruptions or insufficiencies, acts of God, or other force majeure events; (v) security incidents, breaches, or exploitation of vulnerabilities resulting from Customer’s failure to apply security patches, updates, or recommendations to its System; (vi) any negligent, malicious, wrongful, or unlawful act or omission by Customer, its Users, or any third party; (vii) any failure to install, update, use, or configure the Software Product or Instance in accordance with the Documentation; (viii) use of the Software Product with incompatible, unsupported, or outdated hardware, operating systems, browsers, or other technologies, as specified in the Documentation; or (ix) any other cause beyond Devolutions’ reasonable control.

Without limiting the foregoing, Devolutions makes no representations or warranties that the Software Product is, or will remain, compatible with any technologies, platforms, software environments, operating systems, or devices except those expressly identified in the Documentation as supported. Customer acknowledges and agrees that Devolutions may, at its discretion and without liability, discontinue support or integration for any specific technology, protocol, software, or tool.

8.3 Exclusive Remedy. If the Software Product fails to conform to the Limited Warranty, and Customer provides written notice of the issue within the applicable Subscription Period, Devolutions will, at its option and expense: (i) use commercially reasonable efforts to correct the non-conformity; (ii) replace the non-conforming Software Product; or if neither (a) nor (b) is commercially feasible, terminate the applicable Subscription and refund any prepaid Fees for the unused portion of the Subscription Period. This Section 8.3 sets forth Customer’s sole and exclusive remedy and Devolutions’ entire liability for any breach of the Limited Warranty.

8.4 Security and Malicious Code. Devolutions shall implement and maintain commercially reasonable development, testing, and security procedures designed to prevent the introduction of malicious code into the Software Product, including adherence to industry standards and secure coding practices. Devolutions shall maintain prevention, detection, and recovery controls to protect its development and production environments against the introduction or spread of viruses, worms, trojan horses, logic bombs, spyware, and other forms of malicious code. Devolutions further represents and warrants that, to the best of its knowledge and belief, the Software Product, as delivered to Customer for deployment, does not contain any malicious code designed to (a) disrupt, disable, harm, or otherwise impede the normal operation of Customer’s systems or data; (b) permit unauthorized access to Customer’s systems or data; or (c) trigger unauthorized self-executing functions. This warranty excludes any code introduced by Customer or third parties after delivery, or any features disclosed in this Agreement or the Documentation (such as license enforcement mechanisms).

8.5 Open-Source Components. Devolutions (i) complies with all Public Licenses applicable to the Open-Source Components included in or distributed with the Software Product, (ii) has all necessary rights to provide the Software Product to Customer, and (iii) has not used any Open-Source Component in a manner that (a) requires any proprietary software of Customer or Devolutions to be disclosed or distributed in source code form; (b) requires any proprietary software to be licensed to others for the purpose of making derivative works; (c) imposes any restriction on fees for licensing or distributing the Software Product; or (d) grants to any third party any rights in or access to the proprietary software’s source code.

8.6 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND DEVOLUTIONS MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THE ACHIEVEMENT OF ANY PARTICULAR RESULTS.

Without limiting the foregoing, Customer acknowledges and agrees that no representation or warranty is made that the Software Product: (A) will meet any specific Customer requirements or expectations;
(B) is free from defects, errors, or interruptions, or that any defects or errors, if discovered, will be corrected; or (C) is free from viruses, malware, or other harmful or destructive components. Customer further acknowledges that use of the Software Product may involve the transmission of data over networks that are not owned, operated, or controlled by Devolutions. Devolutions shall have no responsibility or liability for any loss, interception, alteration, corruption, or unauthorized access to Customer Data occurring while such data is in transit over any such networks.

9. Limitation of Liability

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Limitation of Direct Damage. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DEVOLUTIONS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). Without limiting the foregoing, Devolutions shall not be liable for any loss, corruption, or damage to Customer Data to the extent caused by Customer’s failure to implement appropriate internal data security measures, maintain regular data backups, AND test such backups on a regular basis.

9.3 Excluded Claims. The limitation set forth in Section 9.2 shall not apply to: (i) damages arising from a party’s fraud, willful misconduct, or gross negligence; (ii) Customer’s payment obligations; and (iii) damages resulting from a breach of Section 7 (Confidentiality), but solely to the extent such breach arises from a party’s negligence or failure to comply with its obligations under such Section.

9.4 Severability. If any disclaimer, exclusion, or limitation set forth in this Agreement is determined to be unenforceable under applicable law, such provision shall apply to the maximum extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.

9.5 Essential Basis. The parties agree that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.

10. Term and Termination

10.1 Term of Agreement. This Agreement becomes effective on the date Customer first purchases a Subscription that is governed by this Agreement and shall remain in effect until the expiration or termination of its Subscription or until Customer permanently ceases to use the Software Product, as applicable, unless earlier terminated by either party in accordance with this Agreement. The rights and obligations of the parties with respect to surviving provisions shall remain in effect as described in Section 10.7.

10.2 Term of Subscriptions. Each Subscription shall commence on the effective date set forth in the applicable Order and shall automatically renew for successive Subscription Periods, unless earlier terminated by either party in accordance with the terms of this Agreement. Either party may elect not to renew a Subscription by providing the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Period, unless a different notice period is specified in the applicable Order. Unless otherwise stated in the applicable Order, Fees for any renewal Subscription Period may be adjusted by Devolutions to reflect its then-current pricing, provided that any such adjustment shall apply only upon the commencement of the renewal Subscription Period.

10.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (ii) ceases its operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Without limiting the generality of the foregoing, the following shall be deemed material breaches: (i) failure to pay any Fees when due under this Agreement or an applicable Order; (ii) use of the Software Product in violation of the license scope, usage restrictions and prohibitions, or applicable law; or (iii) breach of the confidentiality or data protection obligations set forth in this Agreement.

10.4 Termination for Convenience. Customer may terminate a Subscription for convenience at any time upon thirty (30) days’ written notice.

10.5 Refunds Upon Termination. If Customer terminates this Agreement or any Subscription for cause in accordance with Section 10.3, Devolutions shall refund any prepaid Fees covering the unused portion of the terminated Subscription Period as of the effective date of termination. If Customer terminates for convenience or for any reason other than Devolutions’ material breach, it shall not be entitled to any refund, credit, or reimbursement of prepaid Fees. In the event Devolutions terminates this Agreement or any Subscription for cause, Customer shall not be entitled to any refund, and all outstanding Fees for the remainder of the applicable Subscription Period shall become immediately due and payable.

10.6 Effect of Termination. Except as expressly provided otherwise herein, upon termination or expiration of this Agreement or any Subscription: (i) all rights and licenses granted to Customer and its Users under the terminated Subscription(s) shall immediately cease; (ii) Customer shall cease all use of the Software Product and delete or uninstall any Instance installed on its Systems; and (iii) any unpaid amounts due to Devolutions shall become immediately payable.

10.7 Survival. Sections intended by their nature to survive termination or expiration of this Agreement shall do so, including but not limited to: Sections 5 (Intellectual Property), 6 (Data Protection), 7 (Confidentiality), 8 (Limited Warranty), 9 (Limitation of Liability), 10.6 (Effect of Termination), 10.7 (Survival), 11 (Governing Law and Dispute Resolution), and 12 (General Provisions).

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of law principles and regardless of the Customer’s location. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

11.2 Jurisdiction and Venue. Subject to Section 11.3, any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Province of Quebec, Canada, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to such venue, including based on forum non conveniens.

11.3 Optional Arbitration. Notwithstanding the foregoing, if mutually agreed in writing by the parties, any dispute, controversy, or claim arising out of or relating to this Agreement may instead be resolved through final and binding arbitration administered by a recognized arbitral institution under its applicable rules. Unless otherwise agreed, the arbitral institution shall be selected by mutual agreement of the parties and may include institutions such as the International Centre for Dispute Resolution (ICDR), the International Chamber of Commerce (ICC), or the ADR Institute of Canada (ADRIC). Unless otherwise agreed: (i) the arbitration shall be conducted in English; (ii) the seat of arbitration shall be Montreal, Quebec, Canada; and (iii) each party shall bear its own legal fees and an equal share of the arbitration costs. Nothing in this Section shall prevent either party from seeking interim, emergency, or injunctive relief in a court of competent jurisdiction.

12. General Provisions

12.1 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and shall be deemed to have been duly given: (i) upon receipt if delivered personally or sent by a recognized courier service or by registered or certified mail (return receipt requested); or (ii) on the date of transmission if sent by email during normal business hours of the recipient, or on the next business day if sent outside those hours, provided that no delivery failure or bounce-back notification is received. Notices sent to Devolutions must be sent to legal@devolutions.net and notices sent to Customer must be sent to the address (including email address) specified in the applicable Order or as otherwise designated in writing by Customer. Each party is responsible for ensuring that its contact information remains current and for retaining reasonable proof of delivery. For the purposes of this Section, “business hours” means 9:00 a.m. to 5:00 p.m., Monday through Friday, excluding public holidays observed at the recipient’s principal place of business.

12.2 Amendments. The terms of this Agreement in effect at the time Customer purchases a Subscription shall remain in effect for the duration of the applicable Subscription Period, unless modified earlier by a written agreement signed by both parties. Devolutions may revise or update the terms of this Agreement from time to time, provided that such modifications will only become effective at the start of Customer’s next Subscription Period. Devolutions shall provide prior written notice by email, through notifications within the Software Product, or by another reasonable method to inform Customer that amendments were made to the Agreement. Continued use of the Software Product following renewal of the Subscription shall constitute Customer’s acceptance of the amended terms. Notwithstanding the foregoing, Devolutions may implement immediately effective amendments at any time during a Subscription Period if required by applicable law or regulation, or to address new security risks or compliance obligations. In such cases, Devolutions shall promptly notify Customer of these changes. If Customer reasonably objects to any material amendment made pursuant to this Section, Customer’s sole remedy shall be to decline renewal of its Subscription or cease using the affected Software Product. Devolutions may also unilaterally update or modify external documents referenced in this Agreement, provided that such modifications do not materially degrade the functionality, performance, or security of the Software Product, nor materially reduce Customer’s rights under this Agreement.

12.3 Legacy Agreements and Transition. For Customers who purchased a valid license or subscription to the Software Product prior to January 1, 2026, Devolutions will honor the legacy terms applicable to Customer’s existing license or subscription until the expiration of its then-current subscription period. Customers holding perpetual rights to a Fallback Version under a Legacy Agreement shall retain such perpetual rights; however, such perpetual rights apply solely to the specific Fallback Version originally licensed and do not entitle Customer to receive any further Upgrades or Support Services, unless and until a new Subscription is purchased under this Agreement. Upon acquiring any new Subscription from Devolutions, the terms of this Agreement shall apply in full and shall supersede and replace all prior Legacy Agreements relating to the Customer’s use of the Software Product.

12.4 Assignment. Neither party may assign, transfer, or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign this Agreement without such consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets, provided that (i) the assigning party provides prompt written notice to the other party, and (ii) the assignee (including any Affiliate) agrees in writing to be bound by the terms and conditions of this Agreement. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and benefit the parties and their respective successors and permitted assigns.

12.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to reflect the parties' original intent. The remainder of this Agreement shall remain valid, enforceable, and in full force and effect.

12.6 Export Administration. The Software Product may be subject to the export control laws and regulations of Canada, the United States, and other applicable jurisdictions, including the jurisdiction in which Customer operates. Customer shall fully comply with all applicable export laws and regulations, ensuring that the Software Product is not: (i) used, exported, or re-exported, directly or indirectly, in violation of such laws and regulations; or (ii) used for any purpose prohibited by such laws and regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. Without limiting the foregoing, Customer represents and warrants that: (i) it is not listed on any denied-party, sanctioned-entity, or restricted-entity lists maintained by the governments of Canada, the United States, or other applicable jurisdictions; (ii) it is not directly or indirectly owned or controlled by, or acting on behalf of, any person or entity listed on such sanctioned or restricted-entity lists, including if such listed person or entity directly or indirectly holds an interest of 50% or more; and (iii) it shall not permit any third party to access, use, or export the Software Product to any country or territory subject to an embargo imposed by Canada, the United States, or the jurisdiction in which Customer operates.

12.7 U.S. Government. This subsection applies solely if the Customer is a United States federal, state, or local government entity (“U.S. Government”) and uses the Software Product for official governmental purposes. Any use of the Software Product for private, personal, or non-governmental purposes by the U.S. Government or its Users shall automatically waive the applicability of this subsection. The Software Product is a “Commercial Item” as defined in 48 C.F.R. § 2.101 and constitutes “Commercial Computer Software” as defined in 48 C.F.R. § 252.227-7014(a)(1), as applicable, and as referenced in 48 C.F.R. §§ 12.212 and 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the Software Product by the U.S. Government shall be governed solely by the terms and conditions of this Agreement, and shall be consistent with 48 C.F.R. § 12.212, 48 C.F.R. §§ 227.7202-1 through 227.7202-4, and other relevant provisions of the Code of Federal Regulations. Accordingly, the Software Product is provided to U.S. Government end users with only those rights customarily provided to non-governmental commercial customers under this Agreement.

12.8 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) to the extent such delay or failure is caused by a force majeure event, meaning any unforeseen event beyond the reasonable control of the affected party, such as acts of God, natural disasters, pandemics, epidemics, government actions, labor disputes, war, terrorism, cyberattacks, civil unrest, power or Internet outages, or failures of third-party hosting or infrastructure providers. The affected party shall promptly notify the other party of the occurrence of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

12.9 Waiver and Remedies. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any other or further exercise of the same or any other right, power, or remedy. No waiver of any provision or breach of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party, and any such waiver shall apply only to the specific instance and purpose for which it is given. All rights and remedies under this Agreement are cumulative and may be exercised individually or concurrently, and are in addition to, and not in substitution for, any rights or remedies available at law or in equity.

12.10 Entire Agreement. This Agreement, together with any applicable Orders, Addenda, and Documentation expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter, except as expressly provided otherwise herein or as otherwise expressly agreed in writing by both parties. Any terms or conditions set forth in a purchase order, acknowledgment, or other document issued by the Customer that are inconsistent with or in addition to the terms of this Agreement shall be of no force or effect with respect to the subject matter of this Agreement, unless such document explicitly states that its terms shall override those of this Agreement and is signed by an authorized representative of Devolutions. In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply: (1) the applicable Order; (2) any applicable Addenda; (3) this Agreement (excluding Addenda); (4) the Documentation.

12.11 Language (applicable only to Customers located in the Province of Quebec). The parties acknowledge that they have expressly requested and agreed that this Agreement and all related documents be drawn up in the English language. Les parties reconnaissent avoir expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.

Last update : February 25, 2026

Support Services Addendum

This Support Services Addendum (the “Addendum”) sets forth the terms and conditions under which Devolutions agrees to provide support services to Customer in connection with its use of Devolutions’ Software Products. This Addendum forms an integral part of the Software License and Subscription Agreement (the “SLSA”) between the parties and is incorporated therein by reference. Unless otherwise defined in this Addendum, all capitalized terms shall have the meanings assigned to them in the SLSA. For clarity, this Addendum does not apply to support services for the PowerShell Universal (“PSU”) product, which is governed exclusively by the PSU-specific terms.

1. Support Services

1.1 Support Plans

The level of support provided, as well as the priority assigned to Customer’s support requests, will depend on the specific support plan selected or purchased (each a “Support Plan”), and on the severity level of the issue reported.

The table below outlines the various Support Plans offered by Devolutions, each plan defining a distinct scope of customer support and technical assistance:

1.2 Initial Response Time

Initial response time for email and online forum support requests refers to the time elapsed between Devolutions’ receipt of a support request and the commencement of its processing. It does not represent the time within which the request will be fully addressed or resolved. For Standard and Extended Plans, support requests submitted over the weekend are deemed received on the following Monday. Response time commitments and severity level classifications do not apply to issues occurring in test, staging, or other non-production environments

Please note that Devolutions’ development and engineering teams operate Monday through Friday, from 9:00 AM to 5:00 PM Eastern Standard Time (EST). If a request requires technical expertise beyond the scope of standard customer support, additional time may be required to resolve the issue.

The following table illustrates how Devolutions prioritizes and allocates support resources based on the scope and severity of reported issues.

1.3 Processing of Support Services Requests

Devolutions will use commercially reasonable efforts to respond to admissible support requests within the applicable initial response time set out in the table above. Customer acknowledges and agrees that the time required to process and resolve a request may vary depending on its complexity and the volume of support requests being handled at any given time. Devolutions makes no guarantee that any request will be resolved within a specific timeframe.

Subject to Section 1.4, the Integration levels table, provides a non-binding description of the categories of integrations supported by Devolutions and outlines the corresponding expected level of maintenance and support associated with each category.

If Customer or its Users are using an outdated version of Devolutions’ Software Products, they may be required to upgrade to the latest version before their support request can be processed. Similarly, if Customer or its Users lack the necessary understanding to operate the Software Products effectively within their environment, Devolutions may require them to complete appropriate training, at Customer’s expense, as a condition for continued support.

Customer further acknowledges and agrees that Devolutions may engage qualified third-party consultants or subcontractors to assist in the performance of Support Services, in whole or in part, provided that Devolutions remains responsible for the delivery of such services in accordance with this Addendum and the SLSA.

1.4 Excluded Services

The following services and situations are expressly excluded from the scope of the Support Plans:

If Customer or its Users submit a support request relating to any of the excluded services or situations listed above, Devolutions may, at its sole discretion, agree to provide such support services subject to Customer’s acceptance of applicable additional fees and charges (typically billed on an hourly basis—see below for details).

If an issue is initially investigated under standard support terms and subsequently determined to result from an excluded cause, Devolutions will notify Customer accordingly. In such cases, Customer will be responsible for purchasing the necessary Professional Services to address and resolve the issue.

1.5 Excessive Use of Support Services

If Devolutions determines, in its reasonable discretion, that Customer or its Users are making excessive use of Support Services, including but not limited to the repeated submission of unfounded or misclassified high-severity requests, or failing to attend scheduled support sessions on more than two (2) occasions, Devolutions reserves the right to: (i) limit or restrict the number of support cases that may be submitted or handled by Customer; and/or (ii) lower the priority assigned to Customer’s future support requests. In addition, Devolutions reserves the right to suspend or refuse Support Services in cases where Customer or any of its Users engage in inappropriate, aggressive, abusive, or unprofessional conduct toward Devolutions’ support personnel, including written or verbal harassment, threats, or disrespectful behavior.

2. Professional Services

Professional Services are provided exclusively on a remote basis and are limited to a maximum of six (6) hours per year, divided into up to three (3) sessions of no more than 120 minutes each. Unused hours do not carry over and will expire at the end of each annual period. Consulting sessions must be requested or scheduled with a minimum of five (5) business days’ notice. Professional Services that are not covered by an applicable support plan may be purchased in advance on an hourly basis. Purchased hours that are not used within a period of twelve (12) months will be forfeited.

3. Standard of Performance

Devolutions represents and warrants that the Support Services and Professional Services will be performed in a professional and workmanlike manner, consistent with prevailing industry standards. If Devolutions fails to meet this standard, and the Customer provides written notice within sixty (60) days of the performance in question, Devolutions will, at its sole discretion: (i) re-perform the non-conforming services; or (ii) refund the portion of the Fees paid for those services. The remedies set forth in this Section shall constitute the Customer’s sole and exclusive remedy, and Devolutions’ entire liability, for any breach of this performance warranty, except in cases of gross negligence or willful misconduct.

4. Customer Cooperation

Customer and its Users shall provide timely cooperation and reasonable assistance to Devolutions in connection with the provision of Support Services and Professional Services. Such cooperation may include, without limitation, furnishing accurate and complete information, responding to inquiries in a timely manner, and granting remote access to Customer’s Systems or environment as necessary to identify, reproduce, or resolve the reported issue.

5. Access to Customer Data or Systems

To the extent Devolutions must access or process Customer Data in connection with the provision of Support Services or Professional Services, or remotely access its Systems for the purpose of investigating, reproducing, or resolving a support issue, Customer grants Devolutions a limited, non-exclusive right to access, use, process, store, copy, and retrieve such Customer Data solely for the purposes of providing such services, addressing support-related issues, or fulfilling Customer’s express instructions.

Devolutions shall implement and maintain appropriate administrative, physical, and technical safeguards, consistent with industry standards, to protect the confidentiality, integrity, and security of Customer Data in such circumstances. These safeguards include, without limitation, measures designed to prevent unauthorized access to, use of, modification of, deletion of, or disclosure of Customer Data by Devolutions personnel, except as necessary to provide the requested services or resolve technical issues or as expressly authorized by Customer in writing. Where such data includes Personal Data, Devolutions’ processing of that data shall be governed by the terms of the Data Processing Addendum (DPA), which is incorporated by reference into this Addendum.

Notwithstanding the foregoing, Devolutions does not guarantee the availability, integrity, or uninterrupted operation of Customer’s environment while accessing Customer’s data or Systems and does not warrant that such access will be error-free or without risk. Customer assumes all risks of data loss, system disruption, or unauthorized exposure resulting from such access, except to the extent caused by Devolutions’ gross negligence or willful misconduct.

If Devolutions’ intervention relates to Self-Hosted Software, Customer is solely responsible for maintaining complete and up-to-date backup copies of any Customer Data that may be accessed, imported, or otherwise handled by Devolutions in such circumstances. Unless otherwise agreed in writing, any Customer Data imported or accessed for support purposes will be securely deleted upon resolution of the issue, under the supervision of a member of Devolutions’ security team. A written confirmation of such deletion may be provided upon Customer’s request.

6. Disclaimer of Warranties

THE SUPPORT SERVICES AND PROFESSIONAL SERVICES PROVIDED BY DEVOLUTIONS ARE OFFERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. DEVOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SUPPORT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. DEVOLUTIONS DOES NOT GUARANTEE THAT ANY ISSUE REPORTED BY CUSTOMER WILL BE RESOLVED, OR THAT ANY GUIDANCE, WORKAROUND, OR RECOMMENDATION PROVIDED DURING THE COURSE OF SUPPORT WILL ACHIEVE A SPECIFIC RESULT OR PREVENT FUTURE ISSUES. THESE DISCLAIMERS ARE IN ADDITION TO, AND NOT A REPLACEMENT FOR, ANY OTHER WARRANTY EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THE SLSA BETWEEN DEVOLUTIONS AND CUSTOMER GOVERNING THE USE OF DEVOLUTIONS’ SOFTWARE PRODUCTS.

Last update : February 23, 2026

Data Processing Addendum

This Data Processing Addendum (“DPA”) sets forth the Parties’ obligations with respect to the processing and security of Personal Data in connection with the services listed in Schedule A to this DPA (the “Services”). The DPA is incorporated by reference into our Software License and Subscription Agreement and our Support Services Addendum (collectively, the “Terms of Services”). You acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively, “you”, "your” or the “Organization”) have read and understood and agree to comply with this DPA, and are entering into a binding legal agreement with Devolutions inc. (“Devolutions”) to reflect the Parties’ agreement with regard to the Processing of Personal Data in the course of using or providing the Services. This DPA will not be valid and legally binding in respect of any individual or Organization that is not a Customer or an Authorized Affiliate. Both parties shall be referred to as the “Parties” and each, a “Party”.

You represent and warrant that you have, or you were granted, full authority to bind the Organization and its Authorized Affiliates to this DPA. If you cannot, or do not agree to, comply with, and be bound by, this DPA or do not have authority to bind the Organization or any other entity, please do not supply or provide Personal Data to us.

In the course of providing the Services pursuant to the Terms of Services, we may process Personal Data on your behalf, in the capacity of a “Data Processor”. The Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

If you need a signed copy of this DPA, you can send your request by email to privacy@devolutions.net

1. Interpretation and definitions

1.1 The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA.

1.2 References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated.

1.3 In addition to the terms defined elsewhere in this DPA, the terms below shall have the following meaning:

2. Processing of Personal Data

2.1 Roles of the Parties. Customer hereby appoints Devolutions as a Data Processor to Process the Personal Data on Customer’s behalf through the Services. The Parties acknowledge and agree that with regard to the Processing of Personal Data pursuant to the Services, (i) Customer is the Data Controller, (ii) Devolutions is the Data Processor (unless Customer is a Processor, in which case Devolutions shall be Customer’s subprocessor), and (iii) Devolutions may engage Sub-processors pursuant to the requirements set forth in Section 4 below.

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Customer shall have sole responsibility for the lawful collection of Personal Data. Without limitation, Customer must collect, Process and transfer Personal Data to Devolutions in accordance with Data Protection Laws and ensure that Devolutions can lawfully Process such Personal Data in accordance with the Terms of Service and this DPA. Customer shall be fully responsible for the actions and omissions of its authorized users and their use of the Services. In any instance where Customer is a Data Processor, Customer warrants to Devolutions that Customer’s instructions, including appointment of Devolutions as a Data Processor or Sub-processor, have been authorized by the relevant Data Controller.

2.3 Devolutions’ Processing of Personal Data. Devolutions shall Process Personal Data in compliance with Data Protection Laws and only as described and subject to the limitations provided below to provide Customer the Services in accordance with Customer’s documented instructions. Customer agrees that the foregoing purposes, along with the Terms of Services and related Service documentation as updated or amended from time to time, and Customer’s use and configuration of features in the Services, are Customer’s complete and final documented instructions to Devolutions for the Processing of Personal Data and that any additional or alternate instructions must be agreed in writing between Customer and Devolutions. Without limiting the foregoing, Devolutions may also Process Personal Data as required by applicable laws; in such a case, Devolutions shall inform the Customer of the legal requirement before Processing, unless that law prohibits such information. If Devolutions believes that any instruction from Customer is in violation of, or would result in Processing in violation of applicable laws, it shall notify Customer immediately. Devolutions will maintain processing records required under the GDPR and the UK-GDPR, and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Devolutions is the performance of the Services pursuant to the Terms of Service. The nature and purpose of the Processing, the duration of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule B (Details of the Processing) to this DPA. Customer may make reasonable amendments to Schedule B by written notice to Devolutions from time to time as Customer reasonably considers necessary to meet the requirements of applicable laws. Devolutions agrees to reasonably notify Customer in writing if it believes that Schedule B is not accurate or otherwise does not meet the requirements of applicable laws.

2.5 Devolutions’ Personnel and Confidentiality. Devolutions shall ensure that its personnel engaged in the Processing of Personal Data are aware of, and subject to, enforceable obligations to maintain the confidentiality of the Personal Data and to comply with the other relevant obligations and restrictions of this DPA. Devolutions shall ensure in each case that access is strictly limited to those individuals who need to know or access the relevant Personal Data, as strictly necessary for the purposes of performing the Services.

2.6 Disclosure of Personal Data. Devolutions will not disclose the Personal Data to a third party unless (a) it obtains Customer’s prior written consent; (b) as required by a court of competent jurisdiction; (c) as required by applicable law (in such a case, Devolutions shall inform the Customer of the legal requirement before the disclosure, unless that law prohibits such information), or (d) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel(s), data protection advisor(s) and accountant(s).

2.7 Disclosure of Personal Data to governmental authorities. Devolutions shall not disclose Personal Data to law enforcement agencies and/or other government agencies unless such disclosure is mandatory under applicable law. Devolutions shall notify Customer of any such request for such disclosure, unless such notification is prohibited by applicable law, and to the extent possible, such notice shall be given at the earliest opportunity prior to the disclosure.

2.8 Retention and Deletion of Personal Data. Devolutions may retain Personal Data only for the period of time required for Devolutions to perform the Services, as otherwise mentioned in the Terms of Service or in accordance with applicable law. Devolutions will permanently delete all copies of Personal Data in its possession or control at the expiration of such applicable retention period.

3. Rights of Data Subjects

3.1 Data Subject Requests. If a Data Subject exercises his/her rights under Data Protection Laws in connection with Personal Data Processed by Devolutions on behalf of Customer (each a “Data Subject Request”), Devolutions will redirect the Data Subject Request to Customer or indicate to the Data Subject that (s)he must submit the Data Subject Request to Customer. Customer will be responsible for responding to any such Data Subject Request and Devolutions will comply with reasonable requests by Customer to assist with its response. Customer shall be responsible for any costs arising from Devolutions’ provision of such assistance.

3.2 Assistance to Customer. To the extent Customer, in its use of the Services, does not have the ability to directly receive Data Subject Requests, Devolutions will, in a manner consistent with its role as a Data Processor and taking into account the nature of the Processing and the data available to Devolutions, (i) make available Personal Data of Data Subjects to Customer, and (ii) make commercially reasonable efforts to assist Customer, insofar as this is possible and to the extent that Devolutions is legally permitted to do so, for the fulfilment of Customer’s obligation to respond to Data Subject Requests. Customer shall be responsible for any costs arising from Devolutions’ provision of such assistance.

4. Authorization Regarding Sub-processors

4.1 Appointment of Sub-processors. Customer grants Devolutions a general authorization to continue using and to engage third-party Sub-processors to Process Personal Data on Devolutions’ behalf in connection with the provision of the Services.

4.2 List of Current Sub-processors. The Sub-processors currently engaged by Devolutions to Process Personal Data in the course of the Services are listed at devolutions.net/legal/privacy/?tab=list-of-sub-processors (the “Sub-Processor List”). The Sub-Processor List as of the date of publication of this DPA is hereby authorized by the Customer.

4.3 Changes to the Sub-Processors List and Customer’s Objection Right. Devolutions may, by giving no less than thirty (30) days’ notice to Customer, add or make changes to the Sub-Processors List. Customer must subscribe to receive notice of updates to the list of Sub-processors by sending its request at privacy@devolutions.net. Customer may object to Devolutions’ appointment of a new Sub-processor by notifying Devolutions in writing within fourteen (14) calendar days of such notice on reasonable grounds relating to the protection of Personal Data. Failure to object to such new Sub-processor in writing within such period shall be deemed as acceptance of the new Sub-processor. In the event Customer reasonably objects to a new Sub-processor, Devolutions will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Devolutions is unable to make available such change to the mutual satisfaction of the Parties within a reasonable period of time, either Party may, as a sole remedy, terminate the applicable Terms of Services and this DPA with respect only to those Services which cannot be provided by Devolutions without the use of the objected-to new Sub-processor, and Customer will be entitled to a pro-rata refund of the fees prepaid for such Services. Until a decision is made regarding the new Sub-processor, Devolutions may temporarily suspend the Processing of the affected Personal Data and/or suspend access to the Services. Customer will have no further claims against Devolutions due to the termination of the Terms of Services in the situation described in this Section 4.3.

4.4 Agreements with Sub-processors. Devolutions has entered into a written and binding agreement with each Sub-processor, which contains appropriate safeguards for the protection of Personal Data in accordance with Data Protection Laws. Devolutions shall remain liable to the Customer for any breach of the DPA caused by its Sub-processors.

4.5 Emergency Replacement. Devolutions may replace a Sub-processor if the need for the change is urgent and necessary to provide the Services and the reason for the change is beyond Devolutions’ reasonable control. In such instance, Devolutions shall notify Customer of the replacement as soon as reasonably practicable, and Customer shall retain the right to object to such new sub-processor pursuant to Section 4.3 above.

5. Security

5.1 Security Measures. Devolutions shall maintain industry-standard technical, physical and organizational measures for protection of the security, confidentiality and integrity of Personal Data (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), in accordance with Data Protection Laws (“Security Measures”). The Security Measures shall include the measures detailed under Schedule C. The foregoing does not release Customer from its duty to implement and maintain its own privacy protections and security measures in respect of the Personal Data that it processes whether as a controller or as a processor.

5.2 Audits. Upon Customer’s reasonable written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Terms of Services and this DPA, Devolutions shall make available to Customer that is not a competitor of Devolutions (or to Customer’s independent auditor reasonably accepted by Devolutions and bound by confidentiality obligations satisfactory to Devolutions, “Auditor”) all information reasonably necessary to demonstrate compliance with this DPA and the obligations laid down in applicable Data Protection Laws. Devolutions will address a Customer’s request for audit as follows: (1) Devolutions will answer questions asked by the Customer; and (2) in the event Customer reasonably considers that the answer provided by Devolutions justifies further analysis, Devolutions shall, in agreement with the Customer, allow for and contribute to audits, including inspections, conducted by Customer or its Auditor; provided, however, that (i) Customer shall provide Devolutions with an audit notice request that will include a detailed written audit plan reviewed and approved by Devolutions’ Chief Information Security Officer and provide for compliance with Devolutions’ on-site security policies and procedures; (ii) such audits must take place only in the presence of a representative of Devolutions’ Chief Information Security Officer or such other person designated by the appropriate representative; (iii) the audits shall not be permitted to disrupt Devolutions’ processing activities, cause damages to Devolutions’ premises, equipment, personnel and business or compromise the security or confidentiality of personal data pertaining to Devolutions’ other customers; (iv) any data, document, results and conclusions, including the documents reflecting the outcome of the audit and/or the inspections, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Devolutions’ prior written approval; and (v) upon Devolutions’ request, Customer shall return all records or documentation in Customer’s possession or control provided by Devolutions in the context of the audit and/or the inspection.

5.3 Audit costs. Customer shall be fully responsible for bearing all the costs and expenses arising from or related to this Section and shall reimburse Devolutions for any time spent for in relation to any on-site audit at the Devolutions’ then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Devolutions shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Devolutions. Customer shall promptly notify Devolutions with information regarding any noncompliance discovered during the course of an audit.

5.4 Data Protection Impact Assessment and Prior Consultation. Upon Customer’s request, Devolutions shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfil Customer’s obligation under Data Protection Laws to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Devolutions. Devolutions shall provide reasonable assistance to Customer with respect to its collaboration or prior consultation with a Supervisory Authority to the extent required under the Data Protection Laws and at Customer’s cost.

6. Security Incident Management and Notification

6.1 Security Incident. If Devolutions becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data while processed by Devolutions or by its Sub-processors (each a “Security Incident”), Devolutions will (i) notify Customer of the Security Incident without undue delay after becoming aware of such Security Incident by providing Customer with (a) a description of the circumstances surrounding the Security Incident; (b) what Personal Data is affected; (c) how many Data Subjects are affected; (d) what remedial action to limit damage has been and will be undertaken; and (e) a point of contact at Devolutions, and any other information that a processor must provide to a controller under Data Protection Laws to the extent such information is reasonably available to Devolutions or as such information becomes available to Devolutions; (ii) investigate the Security Incident and; and (iii) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident, to the extent it is within Devolutions’ reasonable control. The obligations herein shall not apply to Security Incidents that are caused by Customer or Customer’s users and/or their instructions.

6.2 Notifications. Notification of Security Incidents will be delivered to one or more of Customer’s representatives by any means Devolutions selects, including via email. It is Customer’s sole responsibility to ensure that its contact information with Devolutions remains accurate. Customer is solely responsible for complying with its obligations under Data Protection Laws applicable to it and for fulfilling any reporting obligations to regulators (including Supervisory Authorities) and notification obligations related to any Security Incident. Customer must notify Devolutions promptly about any possible misuse of, or security incident related to, its accounts or authentication credentials with Devolutions.

6.3 General Assistance to Customer. Devolutions will make reasonable efforts to assist Customer in fulfilling its obligations under Data Protection Laws to notify the relevant Supervisory Authority and data subjects about such Security Incident. Devolutions’ report or response to a Security Incident under this section shall not be construed as an acknowledgement by Devolutions of any fault or liability with respect to the Security Incident.

7. Authorized Affiliates

7.1 Contractual Relationship. The Parties acknowledge and agree that, by entering into the Terms of Service, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Devolutions and each such Authorized Affiliate subject to the provisions of the Agreement and of this Section 7 and Section 8. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Terms of Service. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Terms of Service and is only a party to the DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Terms of Service and any violation of the terms and conditions of the Terms of Service by an Authorized Affiliate shall be deemed a violation by Customer.

7.2 Communication. The Customer that is the contracting party to the Terms of Service shall remain responsible for coordinating all communication with Devolutions under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

7.3 Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with Devolutions, it shall to the extent required under Data Protection Laws be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

8. Limitation of Liability

To the maximum extent permitted by applicable law, and notwithstanding any limitation of liability that may be provided in the Terms of Services from time to time, in no event shall the aggregate liability of Devolutions arising out of or related to this DPA and all DPAs between Authorized Affiliates and Devolutions, or arising out of a breach by Devolutions of applicable Data Protection Laws, whether in contract, tort, negligence or under any other theory of liability, exceed the subscription fees paid by Customer during the 12-month period preceding the event leading to such liability. For the avoidance of doubt, (i) the present limitation of liability shall represent the maximum aggregate liability of Devolutions for all claims from Customer and its Authorized Affiliates arising out of or related to each and all DPAs established hereunder, and shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA, and (ii) should the aggregate damages and indemnities paid by Devolutions to Customer and/or its Authorized Affiliates hereunder exceed the limitation of liability provided in the Terms of Services, Customer and/or its Authorized Affiliates will be precluded from claiming any other damages under the Terms of Services (to the extent such damages are covered by such limitation of liability).

9. Restricted Transfers

9.1 Standard Contractual Clauses. To the extent Devolutions’ Processing of Personal Data on behalf of Customer and/or its Authorized Affiliates under this DPA or pursuant to the Services involves a Restricted Transfer the Standard Contractual Clauses shall be entered into between the relevant parties to the Restricted Transfer.

9.2 Cross-Border Transfers by Devolutions. If Devolutions transfers Personal Data to a Sub-processor located in a third country or to an international organization, it will ensure that such transfer will be subject to appropriate safeguards and be documented in accordance with the requirements of Data Protection Laws. Without limiting the generality of the foregoing, with respect to the transfer of Personal Data from the EU or the UK, Devolutions will ensure that such transfer will be made: (i) to a country that offers adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EU or the UK, as applicable, without any further safeguard being necessary; or (ii) to an entity or group of entities with whom Devolutions has entered into the then applicable Standard Contractual Clauses.

9.3 Restricted Transfers subject to the New SCC. The Parties agree that, for the purposes of the New SCC :

9.4 Restricted Transfers subject to the UK International Data Transfer Agreement. The Parties agree that, for the purposes of the UK International Data Transfer Agreement :

9.5 Variations to the Standard Contractual Clauses. Customer may: (a) by at least thirty (30) calendar days’ written notice to Devolutions from time to time make any variations to the Standard Contractual Clauses, as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and (b) propose any other variations to this DPA which Customer reasonably considers to be necessary to address the requirements of any Data Protection Law. If Customer gives such notice: (i) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Devolutions; and (ii) the Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s notice as soon as is reasonably practicable.

9.6 Instructions. This DPA and the Terms of Service are Customer’s complete and final documented instructions to Devolutions for the Processing of Personal Data on behalf of Customer and/or its Authorized Affiliates. Any additional or alternate instructions must be agreed upon separately with Customer.

10. Miscellaneous

10.1 Conflicts. In the event of any conflict or inconsistency between:

10.2 Term. This DPA shall remain in force for as long as Devolutions processes Personal Data on behalf of Customer in the course of the Services. Upon termination of the Terms of Services, this DPA will be terminated accordingly.

10.3 Binding Effect. The terms, provisions and conditions of this DPA shall be binding upon and inure to the benefit of each respective Party and their respective legal representatives, successors and assigns.

11. List of Schedules

Schedule A: Services

Schedule B: Details of Processing of Personal Data

Schedule C: Security Measures

12. How to Contact Devolutions

If Customer believes that Devolutions is not adhering to its privacy or security commitments, Customer may contact customer support (devolutions.net/support/) or Devolutions’ Director of Privacy (privacy@devolutions.net), or use Devolutions’ mailing address below:

Devolutions inc.
1000, rue Notre-Dame
Lavaltrie (Québec)
J5T 1M1 Canada

GDPREP.ORG has been appointed as Devolutions’ representative in the European Union, United Kingdom and Switzerland for data protection matters pursuant to Article 27 of the EU/UK GDPR and Article 14 of the CH FADP. GDPREP.ORG can be contacted in addition to Devolutions’ points of contact above, at the following coordinates:

UK Address / Contact Information

a: 3 rd Floor, 86-90 Paul Street, London, EC2A 4NE
w: www.gdprep.org
e: info@gdprep.org
t: +44 (0) 7810 883333

EU Address / Contact Information
a: Suite 10357, 5 Fitzwilliam Square, Dublin 2, Ireland, D02 R744
w: www.gdprep.org
e: info@gdprep.org
t: +44 (0) 7810 883333

SWISS Address / Contact Information
a: Andreaspark, Hagenholzstrasse 56, 7th Floor, Zurich, 805
w: www.gdprep.org
e: info@gdprep.org
t: +44 (0) 7810 883333

Last update: May 4th, 2026

FINANCIAL SERVICES INDUSTRY ADDENDUM (DORA)

Upon execution by both Devolutions and Customer, this Financial Services Industry Addendum (the “Addendum”) shall form an integral part of, and be incorporated by reference into, the Software License and Subscription Agreement or any other written or electronic agreement between Devolutions and Customer (the “Agreement”), in connection with Devolutions’ provision of certain ICT services in accordance with Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (“DORA”).

A signed copy of this Addendum may be obtained upon request by contacting Devolutions at legal@devolutions.net.

1. Interpretation and Definitions

1.1. Unless otherwise defined in this Addendum, all capitalized terms shall have the meanings ascribed to them in DORA or the Agreement, and the following terms shall have the meanings set forth below:

2. Scope and Applicability

2.1 Applicability. This Addendum shall take effect when executed by all parties and shall apply solely during such time as Customer qualifies as a Regulated Entity and is subject to oversight by the Regulator in relation to any Software Product procured under the Agreement.

2.2 Precedence. In the event of a conflict or inconsistency, the terms of this Addendum shall supersede those of the Agreement. Where a subject matter is covered both in this Addendum and in the Agreement, without contradiction, each of the Addendum and the Agreement apply and complement each other to the extent that this is in line with Applicable Laws.

3. Key Contractual Provisions for ICT Services

3.1 Description of Functions and ICT Services. The ICT Services and functions provided by Devolutions are described in the Agreement, the Order(s) issued to Customer, and in Schedule A attached hereto. Customer acknowledges that the ICT Services provided by Devolutions do not support critical or important functions of Customer and that Devolutions is not a critical ICT third-party service provider within the meaning assigned to such expressions under Articles 3(22), 3(23) and 31 of DORA.

3.2 Locations for the Provision of ICT Services. The locations where the contracted or subcontracted functions and ICT Services are to be provided, including where Customer Data is to be processed or stored, are indicated in Schedule A attached hereto. These locations may be modified or supplemented in connection with the ICT Services, including where Devolutions engages a new subcontractor. In such cases, Customer will be notified in writing at least thirty (30) days in advance.

3.3 Subcontracting. The parties agree that Devolutions may subcontract the performance of all or any part of the ICT Services to any of its affiliates or to third-party subcontractors, without requiring Customer’s prior consent. In all cases, Devolutions shall remain fully liable for the acts and omissions of its subcontractors and for ensuring full compliance with all of its obligations under the Agreement. If Devolutions subcontracts all or any part of the ICT Services, it shall provide Customer with information identifying: (i) the location of the subcontractor’s establishment; and (ii) the locations from which the subcontracted functions and ICT Services are performed, including any locations where Customer Data is stored or processed.

3.4 Availability, Authenticity, Integrity and Confidentiality. Without limiting Devolutions’ obligations regarding the availability, authenticity, integrity and confidentiality of Customer Data and Personal Data, as set forth in the Agreement and, where applicable, the DPA, Devolutions shall:

3.5 Access, Recovery, and Return of Data. In the circumstances set out in Article 30(2)(d) of DORA, Devolutions shall enable Customer to access, recover, and retrieve Customer Data in a commonly used, machine-readable format for a period of 30 days, unless Customer has selected a shorter data retention period where such option is available, in which case such shorter period shall apply. During such period, Devolutions shall provide reasonable assistance to facilitate Customer’s access to and retrieval of its Customer Data at no additional cost; provided, however, that extended support services, data migration assistance, or consulting services may be offered by Devolutions, at its discretion, subject to a separate written agreement and applicable fees.

3.6 Service Level Descriptions. The applicable service levels, including any updates or revisions thereto, are set forth in the Agreement and in Devolutions’ Support Services Addendum, available at: devolutions.net/legal/customer-agreements/.

3.7 Provision of Assistance upon Occurrence of an ICT-related Incident. Without limiting Devolutions’ obligations under the DPA, where applicable, Devolutions shall provide timely and reasonable assistance to Customer at no additional cost in the event of an ICT-related Incident affecting the Cloud Services. Unless otherwise agreed in writing between the parties with respect to incident support or reporting procedures, in the event of an ICT-related Incident that may have an adverse impact on the confidentiality, integrity, or availability of Customer Data, or on the continuity or security of the Cloud Services, Devolutions shall, without undue delay:

3.8 Cooperation with Authorities. To the extent required under Applicable Laws, Devolutions shall reasonably cooperate with the Regulator, including with any third parties appointed by the Regulator, in connection with requests for information relating to the ICT Services provided to Customer. Such cooperation shall include providing, upon request, all relevant information and assistance reasonably required by the Regulator, provided that Customer does not already have access to the requested information.

3.9 Security Awareness Programs. Devolutions maintains and enforces its own internal security awareness and training program applicable to personnel involved in the provision of the ICT Services, designed to promote adherence to appropriate security and cyber resilience practices. If Customer requests that Devolutions’ personnel participate in Customer’s internal security awareness or training initiatives, the following terms shall apply:

4. Additional Termination Rights

In addition to any termination rights granted to Customer under the Agreement, Customer shall have the right to terminate the Agreement upon the occurrence of any of the following circumstances, each of which shall constitute a “material breach” of the Agreement:

These additional termination rights shall apply solely to the ICT Services governed by this Addendum. Prior to exercising any such right, Customer must provide Devolutions with written notice describing the nature and basis of the alleged breach. If Devolutions fails to cure the breach within thirty (30) days following receipt of such notice, Customer may proceed with termination.

5. No Other Modification

For the purposes of this Addendum, the rights and obligations of the parties herein are in addition to, and not in replacement of, the rights and obligations of the parties in the Agreement, and except as amended by this Addendum, the Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail with respect to the subject matter set forth herein.

6. Governing Law

Except to the extent otherwise mandated by Applicable Laws, this Addendum shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.

SCHEDULE A – ICT SERVICES DESCRIPTION AND LOCATIONS

Version : 2026.1

Website Terms of Use

1. Agreement to Terms of Use

These Terms and Conditions of Use (the “Terms of Use”) apply to your access and use of the Devolutions website located at devolutions.net/ and to all content, information and data made available or posted thereon (collectively, the “Website”). The Website is the exclusive property of Devolutions Inc. (“Devolutions”).

Please read these Terms of Use carefully, as they are binding on you and on all persons you purport to represent. BY USING THE WEBSITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE. If you use the Website, open an account or purchase a product or service on our Website on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and that you agree to these Terms of Use on your behalf and the entity’s behalf.

Devolutions reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Whenever we update these Terms of Use we will indicate the date on which the changes were made and became effective. The provisions contained in these Terms of Use supersede all previous versions published or displayed on the Website. Your continued use of the Website following the posting of any update of these Terms of Use will mean that you accept and agree to the changes. You may not change these Terms of Use in any manner. As long as you comply with these Terms of Use, Devolutions grants you a personal, non-exclusive, non-transferable, limited license to access and use the Website for the purposes authorized herein.

2. Ownership and Content

You acknowledge that the Website (including all content, software, page headers, custom graphics, button icons, logos, names, marks, scripts, artworks, pictures, computer codes, designs, applications, data, texts, graphics, video and audio files available on or through the Website, as well as the presentation, arrangement, coordination, enhancement and selection of such elements and all related Intellectual Property Rights) is exclusively owned, controlled or licensed by or to Devolutions (and its licensors, where applicable) and is protected by Canadian and foreign laws relating to Intellectual Property Rights. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content, except as expressly provided in these Terms of Use. You also acknowledge that Devolutions (and its licensors, where applicable) own all right, title and interest in and to any protectable suggestions, ideas, enhancements, requests, feedback and recommendations or other information provided by you or any other party relating to the Website, its content or features.

“Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law and any other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

3. Permitted Uses

You may use the Website only

in each case in compliance with the latter.

You may print, download or save content or data displayed on the Website provided that you do not

4. Restricted and Prohibited Uses

Using the Website for any unlawful purposes or activities or in any way that infringes the rights of Devolutions or other users of the Website (collectively the “Users” and each a “User”) is strictly prohibited. The Website and its different features are intended for the permitted uses described in the section above and may not be used in connection with any other purposes except those that are specifically allowed, endorsed or approved by Devolutions. Without limiting the foregoing, you agree not to engage in the following prohibited activities (collectively, the “Prohibited Uses”):

Prohibited Uses or violations of Devolutions’ system or network security may result in civil or criminal liability. If you breach these restrictions, or otherwise exceed the scope of the licenses or other rights granted to you herein, you may be subject to prosecution and damages, as well as liability for infringement of Intellectual Property Rights. Devolutions will investigate occurrences which may involve such violations, will report them to law enforcement authorities having jurisdiction if needed and will cooperate with such authorities in prosecuting Users who are involved in such violations.

5. Purchase of Products and Services

You may purchase, download or get access to most of our products and services from or through our Website. If you decide to purchase, download or use any such products or services, you agree and covenant to pay the applicable purchase price or fee in accordance with the conditions mentioned on the applicable purchase webpage or the invoice issued at the time of your purchase, failing which Devolutions shall have the right to cease or suspend providing those products or services to you at any time, in addition to any other rights or remedy it may have. If payment is made via a purchase order or check, you agree to remit the payment before or on the date specified on the invoice. All payments, fees and charges are non-refundable and there are no refunds or credits for partially used periods. Devolutions reserves the right to modify the pricing of these products and services at any time without prior notice.

Your rights and obligations and Devolutions’ rights and obligations with regard to your use of the products and services that you purchase and/or download from or through the Website are governed solely by the license or service agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements, unless expressly provided otherwise. By purchasing, downloading or using such products or services, you signify your acceptance to abide by the terms and conditions of such agreements.

We may use third-party applications to process payments. Only those payment methods accepted by our third-party payment processors can be used to pay the purchase price directly through the Website. You acknowledge and agree that payment charges may apply depending on your selected payment method. Such charges, if any, will be mentioned at the time you proceed with your payment.

6. Errors or Inaccuracies

Devolutions endeavours to provide current and accurate information on the Website. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. Devolutions cannot guarantee, and does not guarantee, that products and services advertised or displayed on the Website will be available when ordered or thereafter. Devolutions does not warrant that the content of the Website including, without limitation, product description, availability or pricing is accurate or complete.

Devolutions reserves the right, at any time and without prior notice or liability to you or any other person, to (a) correct any error, inaccuracy or omission displayed on the Website, and (b) change the products and services advertised or made available for sale on the Website, the prices, fees, charges and specifications of such products and services or any other content displayed on the Website. Notwithstanding the foregoing, Devolutions does not make any commitment to update the Website or any of its content. All prices and other amounts appearing on the Website are quoted in U.S. Dollars unless otherwise specified.

7. Registration, Accounts and Security

Certain services and features of the Website are accessible only to Users or customers who have created a specific account with a password. If you are an existing customer, you may also be asked to enter the license key that was issued to you when purchasing one of our products, for instance when you wish to renew your current license or purchase other products as an existing customer. These passwords and license keys are used by us for authentication matters. Devolutions is not under any obligation to verify the actual identity or authority of any person using your password or license key to access and use the Website, and Devolutions may act upon any communication that is given with the use of such codes. However, Devolutions may, at its sole discretion and at any time, require proof of the identity of any person using a password or license key or otherwise seeking to access and use the Website by using a specific account, and has the right to deny such use or access in case of any reasonable doubt or for any security concern.

If you are asked to register for a product or service on the Website, to create an account or to provide specific information to access certain features, you must provide complete and accurate identification, contact, and other information required as part of the registration process, and accurately and promptly update that information if it changes. You will be solely responsible and liable for any and all loss, damage or additional costs that you, Devolutions or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your information.

You are solely responsible for the activity that occurs on your account, and you must keep your account password secure and confidential. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to notify Devolutions immediately of any breach or suspected breach of security or of any unauthorized use of your account, password or license key. Devolutions will not be liable for any losses caused by any unauthorized access or use of your account or password and you will be responsible for losses incurred by Devolutions or any other User due to someone else using your Devolutions password or account.

You may never use the account, password or license key created or issued to another User without permission. All license keys issued by Devolutions and all accounts created by Users remain the property of Devolutions and may be cancelled or suspended at any time without any notice or liability in case of any default by a User to comply with these Terms of Use or with any other obligation to Devolutions.

8. Forums, Blogs and Posted Content

Some areas of our Website, such as our Devolutions Blog, allow you to post content such as comments, questions, images and other content or information, and to interact with other Users (any such content or information a User submits, posts, displays, publishes, uploads or otherwise makes available on our Website is collectively referred to as the “User Content”).

You are solely responsible for any User Content that you decide to post or share on our Website and for any interaction or communication that you may have with other Users, and Devolutions takes no responsibility and assumes no liability for any such User Content or any consequences relating to their posting.

You must not, and by using this Website you agree not to, post User Content:

You may not copy or use personal identifying or business contact information about other Users or members without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through our Website are prohibited.

Devolutions does not represent or guarantee the truthfulness, accuracy, or reliability of User Content posted by Users, and you understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate or otherwise unsuited to your purpose, and you agree that Devolutions shall not be liable for any damages you allege to incur as a result of User Content or your interactions with other Users on the Website. Devolutions acts as a passive conduit for the online publication of User Content and has no obligation to screen or monitor such User Content in advance or once posted by a User.

We encourage you to notify us should you become aware of any violation of these Terms of Use by any other User. If we are notified or become aware of any such violation by a User, we may investigate the matter further and we reserve our right, but without being obligated, to reject and/or remove any User Content that we believe violates these Terms of Use, in our sole discretion. Devolutions also reserves the right to expel a User and prevent his/her further access to the Website.

By submitting or posting User Content on the Website, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Devolutions a royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive and worldwide right and license to use, reproduce, modify, adapt, publish, edit, translate, distribute, create derivative works from, incorporate in other works, and publicly display all such User Content, in whole or in part, and in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such User Content. You also agree to waive irrevocably the exercise of any moral right that you may have in such User Content. You also hereby grant each User a non-exclusive license to access your User Content through the Website, and to use, reproduce and distribute such User Content as permitted through the functionalities of the Website and in accordance with these Terms of Use.

Without limiting the foregoing provisions, you also agree to act in compliance with the terms of use issued or posted from time to time by any third-party service provider contracted by Devolutions to operate and manage our blogs. We recommend that you read these terms of use carefully before accessing our blogs or posting any User Content thereon.

9. Privacy and Protection of your Personal Information

Devolutions may collect and use certain of your personal and non-personal information when you access or use our Website. At Devolutions we know and understand how you care about the importance of protecting your personal data and privacy interests and we take these concerns very seriously. We have therefore developed and implemented a Privacy Policy which describes our practices regarding the collection, use, conservation and disclosure of your personal and non-personal data and which explains your privacy rights in the context of your interactions with us.

As a condition of accessing and using our Website and its different features, you agree to the terms of the Devolutions Privacy Policy as displayed on the Website at the time of your use and which is made a part of these Terms of Use by this reference. The most current version of our Privacy Policy may be found at devolutions.net/legal/. Each time you access or use our Website, you consent to the collection, use and disclosure of your personal information by Devolutions in accordance with our Privacy Policy as it then reads.

Additionally, you acknowledge that Internet transmissions are never completely private or secure. You understand that any message or information you send to or through the Website may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

10. Third-Party Content and Links to Other Sites

The Website may contain certain third-party content, refer to third-party products or services or link to independent third-party websites (“Third-Party Materials”). These Third-Party Materials are provided solely as a convenience to our Users and are not under Devolutions’ control, and Devolutions is not responsible for and does not endorse such Third-Party Materials. Once you choose to link to a third-party’s website from our Website, you then leave our Website and these Terms of Use cease to apply from this moment. You should read carefully the terms of use and privacy statements of such third-party websites before using them. Your use of Third-Party Materials is made at your own risk and you expressly relieve Devolutions from any such use and you expressly acknowledge that Devolutions is not liable for any claim or damage arising from, connected with, or relating to such uses or dealings.

11. Trademarks

DEVOLUTIONS®, WAYK®, “Control the IT Chaos”™, any logos relating to Devolutions’ products and services, and other Devolutions’ graphics, symbols, logos, tag lines, designs, page headers, button icons, scripts and service names displayed on the Website are, unless indicated otherwise, trademarks, service marks or trade dress of Devolutions, some of which are registered in Canada, the United States, Europe and/or other countries. Devolutions’ trademarks, service marks and trade dress may not be used in connection with any other product or service or in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Devolutions’ prior written authorization.

12. Access Interruption, Internet Delays and Problems

We may from time to time and without notice interrupt or stop (permanently or temporarily) your access to the Website or to some of its features for necessary maintenance or updating purposes, and Devolutions shall have no liability for any loss or damage caused by such interruptions.

The Website may also be subject to limitations, delays and other problems inherent to your Internet network, your electronic communications or your use of an outdated web browser. Devolutions is not responsible for any such delays, delivery failures, data loss or other damages resulting from such problems, which you acknowledge are not under Devolutions’ reasonable control.

13. Disclaimer of Warranties

THE WEBSITE, ITS CONTENT AND FEATURES (INCLUDING ANY THIRD-PARTY SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DEVOLUTIONS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY, PERFORMANCE, DURABILITY, SECURITY AND RELIABILITY.

DEVOLUTIONS DOES NOT WARRANT THAT THE WEBSITE OR ANY OF ITS COMPONENTS OR FEATURES (INCLUDING ANY THIRD-PARTY SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE) WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT YOUR USE OF THE WEBSITE WILL PROVIDE SPECIFIC RESULTS OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR IN A SECURE MANNER. DEVOLUTIONS DOES NOT WARRANT THAT THE WEBSITE OR ANY FILE OR DATA THAT YOU DOWNLOAD FROM THE WEBSITE ARE FREE OF COMPUTER VIRUSES, CONTAMINATION OR OTHER HARMFUL OR DESTRUCTIVE MECHANISMS.

YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO THE WEBSITE, YOUR USE OF THE WEBSITE OR OF ANY OF ITS FEATURES (INCLUDING ANY THIRD-PARTY SOFTWARE MADE AVAILABLE ON THE WEBSITE) OR YOUR DOWNLOAD OF ANY FILE, DATA OR CONTENT FROM THE WEBSITE IS MADE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE WEBSITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND ANY OF ITS FEATURES. YOUR SOLE REMEDY AGAINST DEVOLUTIONS FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING IT.

14. Liability Exclusions and Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL DEVOLUTIONS BE LIABLE TO YOU OR ANY OTHER PERSON (AND YOU HEREBY AGREE TO RELEASE DEVOLUTIONS FROM ANY SUCH LIABILITY) ON ACCOUNT OF ANY ACCESS TO THE WEBSITE OR ANY USE OR MISUSE OF THE WEBSITE OR ANY OF ITS FEATURES OR THIRD-PARTY SOFTWARE MADE AVAILABLE THROUGH THE WEBSITE. UNDER NO CIRCUMSTANCES SHALL DEVOLUTIONS BE LIABLE FOR ANY ALLEGED OR PROVEN DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ANY OTHER ECONOMIC LOSS, EVEN IF DEVOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE LOSSES OR DAMAGES ARISE FROM RELIANCE ON THE WEBSITE OR ANY OF ITS COMPONENTS OR CONTENT, FROM DELAY OR INABILITY TO ACCESS OR USE THE WEBSITE OR ANY OF ITS COMPONENTS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE OR ANY OF ITS COMPONENTS.

Without limiting the generality of the foregoing, you agree that Devolutions is not responsible for any loss or damage arising out of, or in any way connected with (i) the transmission of any computer virus, contamination or other harmful mechanisms, through the Site or by any other means; (ii) any loss, unauthorized access to, modification or alteration of your account or password or to any personal information accessed through such account or password; (iii) any failure or inability to download any file, data or content from the Website or to send or receive any communication through the Website; (iv) any infringement of rights, including Intellectual Property Rights; (v) any Prohibited Use committed by you or any other person; (vi) the termination of your account in conformity with these Terms of Use; or (vii) any delays, interruptions, inaccuracies, errors, omissions or cessation of the Website, its content or features.

THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES MAY BE PROHIBITED IN SOME JURISDICTIONS AND MAY NOT BE APPLICABLE TO YOU. TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS DEVOLUTIONS LIABLE IN RESPECT OF ANY MATTERS ARISING UNDER OR INCIDENTAL TO THESE TERMS OF USE, DEVOLUTIONS’ TOTAL AND AGGREGATED LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE), WILL IN NO EVENT EXCEED THE AMOUNT OF US$250.

15. Indemnity

You agree to defend, indemnify, and hold harmless Devolutions and its subsidiaries, affiliated companies, employees, officers, directors and shareholders from and against any alleged or proven claims, actions, demands, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees and legal disbursements) arising from: (i) your use of and access to the Website, its content or features (including any third-party software or content available in conjunction with or through the Website); (ii) your breach or violation of these Terms of Use, including the commission by you of any Prohibited Use; (iii) your breach or violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; or (v) any other party’s unauthorized access and use of the Website or your account with your unique password, license key or other appropriate security code.

16. Governing Law and Dispute Resolution

These Terms of Use shall be governed by the laws of the Province of Quebec without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

In the unlikely event that Devolutions has not been able to resolve a dispute it has with you after attempting to do so informally, you agree to definitely resolve any claim, dispute, or controversy (excluding any Devolutions claims for injunctive relief) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof, under the exclusive auspices of arbitration by the Canadian Commercial Arbitration Centre, by means of arbitration and to the exclusion of courts of law, in accordance with its General Commercial Arbitration Rules then in force. Such arbitration shall take place in Montreal, Province of Quebec, and shall be held in the English language. Nothing herein shall be deemed as preventing Devolutions from seeking injunctive relief from the courts as necessary to protect any of its proprietary interests, including to prevent the actual or threatened infringement, misappropriation or violation of its Intellectual Property Rights, and you agree to submit exclusively to the courts having jurisdiction within the judicial district of Montreal, Province of Quebec, for any such actions.

17. General provisions

If any provision of these Terms of Use is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from these Terms of Use and the remaining provisions will continue in full force and effect.

These Terms of Use enure to the benefit of and is binding upon each of Devolutions and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and representatives.

These Terms of Use supersede any previous version thereof. Except as expressly provided in additional terms that apply for specific portions or features of the Website (all of which terms are made a part of these Terms of Use by this reference), these Terms of Use constitute the entire agreement between you and Devolutions with respect to the use of the Website. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion or feature of the Website, the latter terms shall control with respect to your use of that feature or portion of the Website. Your rights and obligations and Devolutions’ rights and obligations with regard to the products and services that you purchase and/or download through the Website are governed solely by the agreements and licenses pursuant to which they are provided, and nothing in these Terms of Use should be construed to alter or modify such agreements and licenses.

You may not assign these Terms of Use or the rights and obligations thereunder. Devolutions may assign these Terms of Use and its rights and obligations thereunder without your consent.

No consent or waiver by a party to or of any breach or default by the other party in the performance of its obligations under these Terms of Use will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.

  Devolutions and you are independent entities or persons, and nothing in these Terms of Use, or via your use of the Website, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Devolutions and you.

If you have any question or complaint regarding the application of these Terms of Use, you may contact us in writing at infos@devolutions.net or at 1000 Notre-Dame Street, Lavaltrie, Québec, Canada, J5T 1M1.

Last update : February 6, 2018

List of Open Source licences

Remote Desktop Manager

The list of Open Source licenses used for the development of Devolutions' Remote Desktop Manager product is accessible in our Documentation.

Devolutions Server

The list of Open Source licenses used for the development of Devolutions Server product is accessible in our Documentation.

Devolutions Password Manager

The list of Open Source licenses used for the development of the Devolutions Password Manager product is accessible on demand by writing to legal@devolutions.net.

Devolutions Gateway

The list of Open Source licenses used for the development of the Devolutions Gateway product is accessible via this link: github.com/Devolutions/devolutions-gateway

Devolutions Launcher

The list of Open Source licenses used for the development of the Devolutions Launcher product is accessible on demand by writing to legal@devolutions.net.

Devolutions Agent

The list of Open Source licenses used for the development of the Devolutions Agent product is accessible via this link: github.com/Devolutions/devolutions-gateway

Trademark and Brand Use Policy

I. Purpose

This Trademark and Brand Use Policy (the “Policy”) sets forth the guidelines and limitations governing the use of Devolutions’ trademarks and brand assets. This Policy aims to preserve the integrity and uniformity of our trademarks and brand identity, ensure their appropriate usage across all channels, and safeguard our reputation and commercial interests. It is an integral part of our comprehensive agreements, which you may find at devolutions.net/legal/. Should you disagree with this Policy, you shall refrain from using or displaying our Trademarks.

II. Definitions

Customer: means an individual or an organization that uses or purchases any Software Products and Services.

General Public: means any individual or organization that is not a Customer, a Partner, a Supplier or a Reseller.

Non-commercial: refers to activities or purposes that are not intended for generating sales, profits, or any other commercial advantage, whether directly or indirectly, for you or any other third party.

Partners and Suppliers: means third-party individuals and organizations with whom Devolutions has established formal business relationships, either to carry out a joint action in a business, project or event, or to provide products or services to Devolutions.

Resellers: means the third-party individuals and organizations participating in our Reseller program and authorized to resell Software Products and Services under a reseller agreement signed with Devolutions.

Software Products and Services: means all software, applications and services developed, distributed, or made available by Devolutions.

Trademarks (“marks”, “brand”): means the registered or unregistered trademarks, service marks, trade names, brand logos, designs and any other identifiable marks or visuals that are used to represent Devolutions or its Software Products and Services, and all intellectual property rights associated with those, including trademark rights, service mark rights, patents rights, copyrights, design rights and any rights to apply for registration (to the extent registrable) of any of the foregoing rights.

III. Devolutions Trademarks

Below is a list of registered and unregistered Trademarks owned and operated by Devolutions.

IV. Ownership and protection

You acknowledge that the Trademarks, along with the related intellectual property rights, are exclusively owned, controlled, or licensed by Devolutions, and are protected by Canadian, U.S., European and other national and international intellectual property laws and treaties. Your use of our Trademarks in conformity with this Policy does not grant you any ownership or other rights therein, except as expressly provided in this Policy. All licenses granted by this Policy are non-exclusive, revocable, non-sublicensable and non-transferable.

Adjustments and policy changes

We reserve the right, at our discretion and at any time without prior notice or liability, to (i) correct any error, inaccuracy, or omission in our Trademarks, (ii) change, modify, or update any of our Trademarks, (iii) register new Trademarks, and (iii) change, modify, add or remove portions of this Policy or of any rights or permissions granted hereunder.

Whenever we update this Policy, we will indicate the date on which the changes were made and became effective. Nevertheless, it is your responsibility to check periodically for changes affecting your authorized use of our marks

V. Use of our Trademarks

Formatting

Subject to the further restrictions below, Trademarks consisting of logos or word/logos are to be used in the format provided by Devolutions and/or as readily available on our website media page. Therefore, you may not (i) alter, modify, or change the color scheme of the logos or word/logo Trademarks in any way, (ii) resize or distort them in a manner that compromises their integrity or visibility, (iii) use them in close proximity to or in combination with other trademarks or logos (or in any other manner) likely to create confusion with our Trademarks, or (iv) remove, modify or alter any trademark symbol or notice affixed next to a Devolutions Trademark.

Use by Customers

Devolutions grants Customers a non-exclusive, revocable, non-sublicensable, and non-transferable license that allows them to display our marks for the following Non-commercial purposes:

Customers shall not use our marks:

Use by Resellers

In addition to the licenses and rights granted to Customers, authorized Resellers are permitted to use and display our marks to clearly inform their customers about the integration of Devolutions’ Software Products and Services into their offerings.

Resellers shall not use our marks:

Use by Partners and Suppliers

If you are a Partner or Supplier, your use of our marks may be governed by additional guidelines or a distinct agreement or code of conduct that may be in place with Devolutions. Otherwise, you may use and display our marks to showcase your partnership with us, including for events, integrations with our Software Products and Services, joint marketing campaigns, co-branded materials, and collaborations on industry publications or presentations, subject to the same licenses, rights, and usage restrictions that are extended to Customers and Resellers.

Use by the General Public

The General Public may use and display our marks for the following Non-commercial purposes:

Your use of our marks is subject to all restrictions that apply for Customers, Resellers, Partners and Suppliers.

Request permission

If you wish to use any of our marks in any other context, you can send us a request at legal@devolutions.net with the following details:

VI. Other important information

We commit to defending and safeguarding our Trademarks against their unauthorized use, infringement, or dilution.

By using our Trademarks, you agree to comply with this Policy and to promptly correct and remedy any violation thereof upon reasonable notice from Devolutions, failing which we reserve the right to enforce this Policy through legal proceedings, which may include filing a removal or takedown request or a claim for damages.

Other intellectual property

While this Policy primarily addresses the acceptable use of Devolutions’ Trademarks, it is important to recognize that our website and our Software Products and Services encompass a broad range of intellectual property rights that extend beyond our Trademarks.

Websites, forums, and blogs

You acknowledge that our website located at devolutions.net , as well as all content, information and data made available or posted thereon is the exclusive property of Devolutions. Your access and use of it is governed by our Website Terms of Use.

Software Products and Services

Your use of, or access to, our Software Products and Services is subject to the terms of the applicable End User License Agreement (EULA) or Terms of online services (TOS) or other relevant agreements available on our website.

Reporting misuse of our Trademarks

If you have any question or complaint regarding the application of this Policy, or if you want to report any violation or misuse of our marks, you may contact our legal department at:

Devolutions inc.
Attn: VP Legal Affairs
1000 Notre-Dame Street
Lavaltrie, Québec, J5T 1M1
legal@devolutions.net

Last published : August 8, 2024

Legacy Agreements

Software License and Subscription Agreement

The current version of our Software License and Subscription Agreement (SLSA) is available here :

PDF: Download here

Previous versions

Data Processing Addendum

The current version of our Data Processing Addendum (DPA) is available here :

PDF: Download here