Software License Agreement
Business Card Intelligence software - version 1.0.0, prepared August 14, 2026
This Software License Agreement (“Agreement”) is between Princeton IT Services, Inc. and the customer identified in an Order (“Customer”, “you”) and governs the Customer’s use of the Software. By accepting this Agreement or placing an Order, the Customer agrees to these terms and represents it has authority to do so. Capitalized terms are defined in Section 11.
1. License
1.1 Grant. Subject to the Order and the Customer’s compliance with this Agreement, Princeton grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to install and use the Software within the Customer’s own cloud tenant for the Customer’s internal business purposes, for the users and scope stated in the Order, during the Subscription Term.
1.2 Subscription duration. The Software is licensed on a subscription basis only. Each license runs for the Subscription Term set out in the Order and expires at the end of that term unless renewed. No perpetual or one-time-purchase license is granted.
1.3 End Users. The Customer controls access to the Software by its End Users and is responsible for their use of, and compliance with, this Agreement.
1.4 Internal use only, no third-party access. The license is for the internal business use of the Customer’s own organization only. The Customer must not provide, resell, sublicense, or otherwise make the Software or access to it available to any third party, including affiliates, partners, or other external entities. Access is limited to the Customer’s own End Users authenticating with Entra ID credentials the Customer has assigned to them, and the Customer must not permit those credentials to be shared with or used by anyone outside its organization.
1.5 Reservation of rights. The Software is licensed, not sold. Princeton reserves all rights not expressly granted. The Software is protected by intellectual property laws; all right, title, and interest in the Software remains with Princeton.
1.6 Restrictions. The Customer must not, and must not permit any third party to: (a) copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Software; (b) circumvent its technical limitations; (c) rent, lease, lend, sell, sublicense, distribute, or transfer the Software; (d) use the Software to provide hosting, a service bureau, or a similar service to third parties; (e) remove or obscure proprietary notices; or (f) use the Software for any unlawful purpose.
1.7 Feedback and requests. Any feedback, suggestions, feature requests, or other input the Customer provides about the Software, and any improvements or features Princeton develops from them, are and remain the exclusive property of Princeton. Princeton may use them for any purpose without restriction, obligation, or compensation to the Customer, and the Customer assigns to Princeton any rights it may have in such input as incorporated into the Software.
2. Data protection and roles
2.1 Deployment and residency. The Software is deployed into, and runs entirely within, the Customer’s own cloud tenant. Business cards, card images, lead records, and follow-up drafts (together, “Customer Content”) are created and stored within the Customer’s tenant and remain there. The Software does not transmit Customer Content out of the Customer’s tenant to Princeton or any Princeton-controlled system.
2.2 No Princeton telemetry. The Software does not send telemetry, analytics, usage data, or error or crash reports out of the Customer’s tenant to Princeton. Diagnostic and logging data generated by the Software remains within the Customer’s tenant under the Customer’s control.
2.3 Princeton is a software supplier, not a processor of Customer Content. Because the Software runs within the Customer’s tenant and Princeton has no access to Customer Content in the ordinary course, Princeton does not process Customer Content on the Customer’s behalf and is neither a controller nor a processor of Customer Content.
2.4 Customer is the controller. The Customer is the sole controller (and, where applicable, the “business”) for all Customer Content, including all personal data in business cards, lead records, and follow-up drafts, and determines the purposes and means of that processing.
2.5 Limited personal data Princeton controls. Separately from Customer Content, Princeton processes limited personal data of the Customer’s representatives — such as the contact and billing details of people who purchase, administer, or seek support for the Software — as a controller, for account administration, support, and billing, as described in Princeton’s privacy policy at https://www.bizcardiq.com/app-privacy. This is the only personal data Princeton processes in connection with the Software.
2.6 No standing access. Princeton has no standing, persistent, or break-glass access to the Customer’s tenant or to Customer Content. Access occurs only as described in Section 4 (Support), is initiated by the Customer, and does not extend to Customer Content.
2.7 Customer’s data protection responsibilities. As controller, the Customer is responsible for: establishing a lawful basis for capturing and processing business-card data; providing any privacy notice owed to the individuals whose cards are scanned; responding to those individuals’ data-subject or consumer-rights requests; setting and enforcing retention and deletion of Customer Content; obtaining any required consents; and ensuring that communications generated with the Software comply with applicable marketing, e-privacy, and anti-spam laws.
2.8 Security. Princeton maintains reasonable technical and organizational measures appropriate to its role as a software supplier and to the limited personal data it controls under 2.5. The Customer is responsible for securing and configuring its own tenant, and the Microsoft platform services the Software uses.
2.9 AI models and Microsoft services. The Software’s AI features — including business-card extraction and follow-up drafting — are performed by AI models that run within the Customer’s own Microsoft environment, whether deployed as models inside the Customer’s tenant or accessed through Microsoft Azure AI Foundry (which includes the services formerly branded Azure OpenAI and Azure AI services). These models and services are provided and operated by Microsoft under the Customer’s own agreement with Microsoft, and are subject to Microsoft’s own security, privacy, and compliance commitments for those services. Data the Software submits to these models stays within the Customer’s Microsoft environment; the Software does not send it to Princeton or to any AI provider outside the Customer’s Microsoft environment, and Princeton neither receives nor uses any data processed by these models.
Under Microsoft’s terms for these services, data the Software submits is not used to train Microsoft’s or any third party’s foundation models.
3. Confidentiality
3.1 Confidential Information means non-public information disclosed by one party that is marked confidential or that a reasonable person would understand to be confidential, including the terms of this Agreement and the Customer’s account credentials. It excludes information that is or becomes public without breach, was lawfully known without obligation, is independently developed, or is rightfully received from a third party without obligation.
4. Support and access to the Customer’s environment
4.1 Support. Princeton will provide support for the Software as described in the Order. Where the Order does not specify support terms, Princeton will provide support on a commercially reasonable, best-efforts basis. Princeton does not commit to specific response or resolution times except as stated in an Order or a support policy Princeton may adopt.
4.2 Customer-initiated access only. Princeton does not access the Customer’s tenant unless the Customer requests support or maintenance and grants access for that purpose. There is no standing or break-glass credential.
4.3 Scope of access. When access is granted, Princeton’s engineers may access infrastructure, configuration, and system logs only, for the requested task. Access does not extend to Customer Content (lead records or card images), and engineers do not copy or export Customer Content from the tenant.
4.4 Access controls. Access is granted through the Customer’s own Azure role-based access control, limited to what is necessary (least privilege), and time-limited; it ends when the Customer revokes it, or the task completes.
5. Warranties
5.1 Princeton warrants that: (a) it has authority to enter into this Agreement; (b) the Software will perform substantially in accordance with its Documentation during the Subscription Term; and (c) the Software does not, to Princeton’s knowledge, infringe a third party’s intellectual property rights, and does not contain malicious code.
5.2 Disclaimer. Except as expressly stated, the Software is provided “as is”. To the maximum extent permitted by law, Princeton disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Princeton does not warrant that AI-generated output is accurate or complete; the Customer is responsible for reviewing output before relying on or sending it.
6. Indemnification
6.1 By Princeton. Princeton will defend the Customer against a third-party claim alleging that the Software, as provided and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will indemnify the Customer for amounts finally awarded or agreed in settlement. Princeton has no obligation for claims arising from: (a) Customer Content; (b) modification or combination of the Software not made or authorized by Princeton; or (c) use in violation of this Agreement.
6.2 By Customer. The Customer will defend Princeton against a third-party claim arising from Customer Content or from the Customer’s use of the Software in violation of this Agreement or applicable law and will indemnify Princeton for amounts finally awarded or agreed in settlement.
6.3 Process. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement imposing a non-monetary obligation on the indemnified party may be made without its consent.
7. Limitation of liability
7.1 Cap. Except for the Excluded Matters below, each party’s total aggregate liability under this Agreement is limited to the fees the Customer paid for the Software.
7.2 No indirect damage. Princeton is not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or business interruption, however caused.
7.3 Excluded Matters. The cap and exclusion above do not apply to: (a) the parties’ indemnification obligations under Section 6; (b) infringement or misappropriation of the other party’s intellectual property; or (c) a party’s gross negligence, willful misconduct, or fraud.
7.4 Cloud infrastructure. The Software runs within the Customer’s own cloud environment and depends on Microsoft Azure and related Microsoft services. Princeton is not responsible or liable for any unavailability, outage, degradation, data loss, or failure caused by Microsoft Azure, Microsoft 365, or any other cloud infrastructure or third-party service the Customer operates, nor for any resulting inability to use the Software.
8. Fees and payment
8.1 Fees. The Customer will pay the fees for the Software as set out in the applicable Order, purchase order, or SOW. Fees are non-refundable except as expressly stated in this Agreement. The Order, purchase order, or SOW governs pricing, quantities, and the subscription period; this Agreement governs all other terms.
8.2 Renewal. Subscriptions are renewed as stated in the Order.
8.3 Taxes. Fees are exclusive of taxes; the Customer is responsible for applicable taxes.
8.4 Purchases through marketplace. Where the Customer purchases the Software through a third-party marketplace (for example, the Microsoft commercial marketplace), billing and payment are handled by the marketplace operator under its own terms, and the applicable Order is the marketplace order. This Agreement governs the license and use of the Software; the marketplace operator is not a party to it.
9. Term and termination
9.1 Term. This Agreement starts on the Effective Date and continues while any subscription is active.
9.2 Termination for cause. Either party may terminate on notice if the other materially breaches and fails to cure within 30 days or becomes insolvent.
9.3 Effect of termination. On expiry or termination, the license ends, and the Customer must stop using the Software. Because Customer Content resides in the Customer’s own tenant, Princeton holds no Customer Content to return or delete; the Customer remains responsible for its own data. Fees owed remain payable.
9.4 Survival. Sections 2.3–2.5, 5.2, 6, 7, 9.3, 9.4, and 11, and any accrued payment obligations, survive termination.
10. General
10.1 Governing law. This Agreement is governed by the laws of the State of New Jersey (NJ), excluding its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in NJ.
10.2 Entire agreement. This Agreement and the Order are the entire agreement on this subject and supersede prior discussions. If they conflict, the Order controls for commercial terms and this Agreement controls for all other terms.
10.3 Independent contractors. The parties are independent contractors; this Agreement creates no partnership or agency.
10.4 Assignment. Neither party may assign this Agreement without the other’s consent or in connection with a merger or sale of substantially all assets, on notice.
10.5 Notices. Notices must be written to the addresses in the Order and are effective on receipt; Princeton may also give notice by email.
10.6 Severability; waiver. If any provision is unenforceable, the rest remain in effect. A waiver must be in writing and is not a continuing waiver.
10.7 No third-party beneficiaries. This Agreement creates no third-party beneficiary rights.
10.8 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
10.9 Changes to this Agreement. Princeton will not change this Agreement during an active Subscription Term except by written agreement; changes apply on renewal.
11. Definitions
- “Affiliate” — an entity that controls, is controlled by, or is under common control with a party.
- “Customer Content” — business cards, card images, lead records, follow-up drafts, and other data created or stored within the Customer’s tenant through use of the Software.
- “Documentation” — the user materials Princeton makes available for the Software.
- “End User” — any individual the Customer permits to use the Software using an Entra ID credential the Customer has assigned or authorized within its own tenant.
- “Order” — an ordering document (direct or via a marketplace) for the Software.
- “Representatives” — a party’s employees, Affiliates, and contractors.
- “Software” — Business Card Intelligence, including updates and Documentation Princeton makes available.
- “Subscription Term” — the period stated in the Order for which the license is granted.
- “Tenant” — the Customer’s own cloud subscription and directory into which the Software is deployed.
Questions about these terms? Contact Princeton IT Services, Inc. at msp.support@princetonits.com.