Licence Agreement

This Agreement covers both Sprocket 365 products. Part one sets out the general terms that apply to both. Schedule A covers Sprocket Studio and Schedule B covers Sprocket Orbit. Where a Schedule and the general terms conflict, the Schedule applies.

1. Parties and definitions

This Agreement is between Sope Web Technologies Pty Ltd (we, us, our) and the organisation that installs, subscribes to or uses a Product (you, your).

• Sprocket 365 is our brand and the platform as a whole. It is not the name of a product you licence.
• Products means Sprocket Studio and Sprocket Orbit.
• Product means whichever of them you have installed or ordered.
• Schedule means Schedule A for Studio and Schedule B for Orbit.
• Tenant means your Microsoft 365 tenant, identified by its tenant ID.
• Order means the subscription you create with us in the management portal at app.sprocket365.com, including the number of licences and the rates that apply.
• Your Content means anything you or your users create, upload or store using a Product, including notes, pages and files.

2. What this Agreement covers

This Agreement applies to your use of a Product whether or not you pay us anything. That includes paid subscriptions, free tiers, trials and evaluations, and it applies however you installed the Product, including where you installed it from Microsoft AppSource or the Microsoft Teams Store.

Subscriptions are purchased directly from us in the management portal at app.sprocket365.com. AppSource and the Teams Store are places you can find and install a Product. You do not buy a subscription through them, and no Microsoft marketplace transaction terms apply to your subscription.

Where you use a Product without a paid subscription, clauses 5 and 6 do not apply to you, and Schedule B8 sets out what else is different. Everything else in this Agreement applies in full.

3. Grant of licence

We grant you a non-exclusive, non-transferable licence to access and use the Product for your own internal business purposes, for the number of licences set out in your Order plus any free licences your Schedule grants you.

The licence is granted to you for use within your Tenant. Your affiliates may use the Product under your licence provided you remain responsible for their compliance with this Agreement.

What consumes a licence, and when a licence becomes available again, is different for each Product and is set out in the Schedule.

You may not sublicense, resell or distribute a Product, except where we have appointed you in writing as a partner or reseller, in which case your partner agreement with us governs what you may do.

4. Use restrictions

You must not:

• reverse engineer, decompile or disassemble a Product, or attempt to derive its source code, except to the extent this restriction cannot be excluded by law;
• use a Product for any unlawful, harmful or offensive purpose;
• resell, redistribute or make a Product available to a third party who is not one of your users;
• attempt to circumvent a licence limit, metering, or any other usage restriction; or
• use a Product to build a competing product or service.

You are responsible for your users' compliance with this Agreement, and for Your Content.

5. Fees, billing and renewal

Fees are set out in your Order and are payable in advance, monthly or annually depending on the billing frequency you select. All fees are exclusive of GST and any other applicable taxes, which we add where required.

All amounts are in US dollars unless your Order states another currency. Where your Order states Australian dollars, all amounts for that subscription are in Australian dollars. The currency in your Order applies for the life of the subscription and does not change at renewal.

Your subscription renews automatically at the end of each billing period at the then current rates, unless you cancel before the period ends. You can cancel at any time in the management portal, and cancellation takes effect at the end of the period you have already paid for. Fees already paid are not refundable, except where a refund is required by law.

If we do not receive payment within 14 days of the due date, we may suspend your access after giving you written notice first.

6. Changing seats and prices

You can increase your licence count at any time in the management portal. The additional licences are available immediately and are charged pro rata for the remainder of the current period.

You can reduce your licence count at any time. A reduction takes effect from the start of your next billing period rather than immediately, so you keep your current licences until then and we do not charge or refund anything at the time you make the change.

We may change our rates. If we do, we will give you at least 30 days' notice and the new rates apply from your next renewal, not during a period you have already paid for.

7. Support and updates

Email support is included with every paid subscription. Reach us at [email protected].

Product updates and enhancements are included at no extra cost for as long as your subscription runs.

Support for free use and trials is covered in the Schedules.

8. Availability and maintenance

We will use reasonable efforts to keep the Products available with minimal downtime. This excludes scheduled maintenance and anything outside our reasonable control.

We carry out scheduled maintenance during off-peak hours where we can, and we give advance notice where a change is likely to interrupt your use.

We do not offer a contractual uptime commitment. If you need one, talk to us about an enterprise agreement.

9. Changes to the Products

We may modify, add to or discontinue features from time to time. Where a change materially reduces the functionality you are paying for, we will give you reasonable prior notice, and you may cancel your subscription and receive a pro rata refund of fees you have paid for the period after the change takes effect.

10. Warranties and consumer guarantees

We warrant that each Product will perform materially in accordance with its documentation. If a material defect is reported, we will use reasonable efforts to correct it in a timely way.

Other than that warranty, and subject to the paragraph below, the Products are provided as-is without warranties of any kind, express or implied. Free use, trials and evaluations are provided as-is with no warranty and no support obligation, and we may end access to a trial at any time.

Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where we are permitted to limit our liability for a failure to comply with such a guarantee, our liability is limited, at our option, to resupplying the Product or paying the cost of having it resupplied.

11. Limitation of liability

Subject to clause 10, and to the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or for loss of data, revenue, profits or business opportunity.

Our total liability under or in connection with this Agreement is limited to the fees you paid us for the relevant Product in the 12 months before the claim. Where you use a Product without paying us anything, our total liability is limited to USD 100.

Nothing in this clause limits either party's liability for death or personal injury caused by negligence, or for fraud.

12. Your data

Your business content stays in your Tenant. Studio renders content already held in your SharePoint. Orbit stores every note as a standard markdown file in your own SharePoint or OneDrive, under your existing site permissions. We do not store your business content on our systems, and we do not keep a copy of anything Ask Orbit retrieves or answers. You remain the controller of Your Content, you control its retention through your own Microsoft 365 policies, and you are responsible for your own backups.

To run the Products we hold a limited set of data outside your Tenant:

• your tenant identifier and your users' Microsoft 365 user IDs, for licence metering;
• subscription, order and billing records;
• for Orbit, the email address of each user who signs in; and
• diagnostic and usage telemetry.

Where it is hosted. The services supporting Studio run in Microsoft Azure in Australia. Some of the services supporting Orbit run in Microsoft Azure in the United States. Your notes and other business content are not part of this and remain in your own Tenant, in whichever region Microsoft holds it for you.

Your users' email addresses and identifiers are personal information. How we handle personal information, including transfers outside Australia, is set out in our privacy policy.

We are certified to ISO/IEC 27001:2022, certified by Intercert. Our certificate, including its scope, is available on our security page or on request.

13. AI processing and subprocessors

Once enabled, when one of your users asks a question, Orbit runs a search against your own tenant's SharePoint search to find the relevant content, sends that content to Azure AI as the context for the question, and returns the answer to the user with citations back to the notes it came from. Azure AI is a Microsoft service that we provide as part of Orbit, and it runs in Microsoft Azure in the United States.

This means that when a user asks Ask Orbit a question, the content retrieved to answer it is sent outside your Tenant and outside Australia for the length of that request. It is used to generate the answer and nothing more. We do not store the question, the content retrieved from your Tenant, or the answer, in any region. Microsoft does not use content submitted to Azure AI to train its models.

Your notes themselves are never moved. They stay stored in your own Tenant, as set out in clause 12 and B7. An administrator can turn Ask Orbit off again at any time, and once off no further content is sent.

Assistants you connect yourself. Where you connect Copilot, Claude, Codex or another assistant through Orbit's MCP server, that assistant acts with the permissions of the user who connected it, as set out in B6. That assistant is your tool. Its provider's terms govern what it does with the content you give it access to, and we neither control it nor receive a copy of what passes between it and your workspace.

We do not use Your Content to train AI models, and we do not permit anyone we engage to do so.

We may use subcontractors and third party providers, including Microsoft Azure and Azure AI, to deliver the Products. We remain responsible for their performance.

14. Intellectual property and feedback

The Products and all intellectual property in them remain ours. You keep all rights in Your Content, and nothing in this Agreement transfers ownership of it to us.

If you send us feedback, suggestions or feature requests, you grant us a worldwide, royalty free licence to use them and build them into the Products.

15. Publicity

Where you hold a paid subscription, we may name you and use your logo as a customer in our marketing, unless you tell us not to. We will stop within a reasonable time of you asking.

We will not name you or use your logo on the basis of free use alone.

16. Cancellation and termination

You can cancel a subscription at any time in the management portal, effective at the end of the period you have paid for. See clause 5 for fees and clause 9 for cancellation after a material reduction in functionality.

Either party may terminate this Agreement by written notice if the other materially breaches it and does not remedy the breach within 30 days. We may suspend or terminate free use at any time on reasonable notice.

On cancellation or termination your right to use the Product ends. What happens to Your Content is set out in A6 and B8, and in both cases it stays in your Tenant.

Clauses 4, 10, 11, 14 and 20 survive termination.

17. Force majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control, including natural disasters, internet outages and government restrictions. This does not excuse an obligation to pay fees already incurred.

18. Assignment

Neither party may assign this Agreement without the other's consent, except that either party may assign it to an acquirer of, or successor to, all or substantially all of its business, on notice to the other party.

19. General

This Agreement, together with the applicable Schedule and your Order, is the entire agreement between us about the Products.

Changes to this Agreement. We may update this Agreement. Where an update materially reduces your rights, we will give you at least 30 days' notice by email to the address on your account, and the update applies from your next renewal rather than immediately. Other updates, such as clarifications, corrections and terms covering new features, take effect when we publish them here. The date at the top of this page always shows when it was last updated. Continuing to use a Product after an update takes effect means you accept it.

Notices to us go to [email protected]. Notices to you go to the email address on your account.

If a provision is unenforceable, the rest stays in force.

20. Governing law

This Agreement is governed by the laws of Victoria, Australia, and both parties submit to the exclusive jurisdiction of the courts of that State.

A1. How Studio is delivered

Studio is deployed as an SPFx solution into your own SharePoint environment. It renders content already held in your Tenant and inherits your existing SharePoint permissions. It does not add infrastructure or a separate sign-on.

A2. What consumes a licence

A licence is consumed when a unique user in your Tenant loads a Studio web part or feature. Each user is identified by their Microsoft 365 user ID, and that ID is linked to one of the licences in your pool.

Where a licensed user does not load a Studio web part or feature for 30 consecutive days, their licence is released automatically and returns to your pool for reallocation. No administrator action is needed.

Where you need a licence released sooner, contact support and we will release it for you.

Guest accounts do not consume a licence.

A3. The licence pool

You buy licences as a pool sized to the number of users who actually use Studio in a 30 day window, not to your total headcount. A 200 person organisation with 80 monthly active users needs 80 licences.

We will notify you as you approach your licence limit, and when you reach it.

A4. Fees

Studio is charged per licence per month at the rates in your Order. Rates are tiered, so the per user rate steps down as your licence count rises, and current rates are published on our pricing page. Annual billing attracts a 10 per cent discount.

Fees are capped at 1,500 licences. Once you hold 1,500 licences, additional users in your Tenant are included at no extra cost.

A5. Free trial

Studio includes a 14 day free trial for up to 1,500 users. The trial is fully functional and includes email support, and your configuration is kept when you buy.

When a trial ends without a subscription, Studio web parts display a licence notice and we may email you about it. Your SharePoint content is unaffected.

A6. If you cancel

When your subscription ends, Studio web parts stop rendering and display an error in place of their content. Everything they were displaying stays exactly where it is, in your SharePoint, because Studio never held it. Reinstating a subscription restores the web parts.

B1. How Orbit is delivered

Orbit is provided as a Microsoft Teams app and as a web application at orbit.sprocket365.com, together with an MCP server that lets AI assistants you connect work with your notes.

Every note is stored as a standard markdown file in your own SharePoint or OneDrive. Workspaces are scoped to a SharePoint site and follow that site's existing permissions.

B2. Editors and readers

Orbit is licensed per Editor. An Editor is a user who creates or modifies content in a workspace. A user who only views content is a Reader.

Readers are unlimited. They do not consume a licence and they are not charged, on any plan.

Guest accounts do not consume a licence.

B3. Free editors

Every Tenant gets 10 Editor licences free, permanently. There is no minimum purchase, no trial period, no expiry, and no payment details are needed to start. Free editors are not a trial and do not lapse.

You only pay once you need an eleventh Editor.

B4. Fees

Editors beyond the free 10 are charged at a flat rate per Editor per month, at the rates in your Order, with a lower rate for annual billing. Current rates are published on our pricing page. Orbit rates are not tiered.

For more than 1,000 Editors, pricing is by negotiation. There is no cap above which Editors are included at no cost.

B5. Permissions we ask for

When you install Orbit we ask for delegated access to your OneDrive only. We ask for access to a SharePoint site later, and only when you take an action that needs it, such as connecting a site or sharing a page.

We only ever act within the permissions you have granted, and Orbit cannot see content the signed-in user cannot see.

Ask Orbit is gated separately and more tightly. It is off until one of your tenant administrators enables it, and an individual user cannot switch it on. See clause 13.

B6. AI agents and MCP

You can connect AI assistants to your workspace through Orbit's MCP server. An assistant acts with the permissions of the user who connected it and can search, read and update notes within those permissions.

An assistant does not consume its own Editor licence. When an assistant creates or modifies content, it does so as the user who connected it, and that user is the Editor.

You are responsible for what an assistant you connect does in your workspace, in the same way you are responsible for your users.

B7. Your notes stay yours

Your notes are plain markdown files in your own OneDrive or SharePoint. There is no proprietary format, and they are fully readable without Orbit. You can take them, copy them or open them in any other tool at any time, and you do not need our help or permission to do it.

B8. If you cancel, and terms for free use

If you cancel a paid subscription, your Tenant returns to the 10 free Editor licences. Every note stays where it is, as a markdown file in your own Tenant.

Where you use Orbit on free editors only:

• no fees are payable, and clauses 5 and 6 do not apply;
• Orbit is provided as-is, with no availability commitment and no support commitment, subject always to clause 10;
• we may change or withdraw the free tier on 30 days' notice; and
• every other term in this Agreement applies to you in full.

Acceptance

By installing, subscribing to or using a Product, you accept this Agreement and the Schedule for that Product.