THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND SHORTPOINT FZCO (“ShortPoint”) FOR THE SHORTPOINT SOFTWARE AND ASSOCIATED MEDIA AND PRINTED MATERIALS, AND MAY INCLUDE ONLINE OR ELECTRONIC DOCUMENTATION SOFTWARE PRODUCT OR SOFTWARE (COLLECTIVELY, THE “Software”). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF SOFTWARE WARRANTY BELOW. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL OR USE THE SOFTWARE.
SHORTPOINT RESERVES THE RIGHT TO AMEND OR UPDATE THE TERMS OF THIS AGREEMENT AT ANY TIME, ACTING IN GOOD FAITH, THE PUBLICATION ON WHICH ON SHORTPOINT’S WEBSITE SHALL CONSTITUTE VALID AMENDMENT WITHOUT THE REQUIREMENT TO NOTIFY YOU OR ANY OTHER PARTY. SUCH UPDATED OR AMENDED TERMS SHALL TAKE PRECEDENCE OVER THESE TERMS AND SHALL FORM THE LEGALLY BINDING AGREEMENT BETWEEN YOU AND ShortPoint.
The software is the term for ShortPoint Farm Solutions, ShortPoint Add-In, ShortPoint Widget and includes any and all upgrades, updates and subsequent versions, maintenance release or other changes.
1. GRANT OF LICENSE; SOFTWARE USE RESTRICTIONS
ShortPoint provides Software in the form of three solutions:
- ShortPoint Farm
- ShortPoint AddIn
- ShortPoint Widget
ShortPoint Farm Solutions is for Microsoft SharePoint on premise Farms 2010 or 2013 or 2016. ShortPoint AddIn Solutions is for Microsoft Office 365 or SharePoint online, or SharePoint 2013 or SharePoint 2016 with App environment configured. ShortPoint Widget is for SAP HANA Cloud Portal.
ShortPoint license is user based and Farm/Tenant/Domain license based, where:
- ‘User’ is a named account who will use ShortPoint to design pages and content. In other words, User is the designer
- ’Farm’ is SharePoint on-premise production Farm.
- ‘Tenant’ is (Microsoft Office 365 or SharePoint online) production Tenant Domain URL.
1.2 Conditions of Use
In consideration for your payment of any applicable license fee for the Software, ShortPoint hereby grants to you a personal, nontransferable (except as expressly provided in Section 4 below) and non-exclusive right to use and execute the Software on computer(s) based on purchased quantity of user licenses as well as farms or tenants as applicable without right to sublicense the Software. Under no circumstance may you store, use or allow the use of the Software in any manner on more computers than the purchased Farm quantity or one Tenant at a time.
You agree that you will not reverse engineer, decompile or disassemble any portion of the Software. If you dispose of any media or apparatus containing Software, you will ensure that you have completely erased or otherwise destroyed any Software contained on such media or stored in such apparatus.
Except as expressly provided in Section 4 below, you may not distribute, lease, the transfer for profit, loan or otherwise convey the Software or any portion thereof to anyone.
1.3 License, Support and Maintenance Issuance Policy
To acquire a license to use the Software, customer needs to select the following “Required Information”:
- ShortPoint Solutions (ShortPoint Farm Solutions or ShortPoint AddIn Solutions).
- How many users (designers).
- License Type (On-Demand or Infinity), where OnDemand is Annual License, and Infinity is onetime perpetual license.
- How Many Farms or Tenants/Domains ShortPoint is requested to license.
For ShortPoint software with single user license, whether it is OnDemand license or infinity license, it will allow the license owner to reallocate the ShortPoint user and to be assigned to another named account only after 30 days from the last time the ShortPoint user been assigned or associated.
ShortPoint will grant a license to use the Software as described in this Agreement only after:
- all monies owed ShortPoint or payable in respect of any Software use have been paid in advance in full and cleared by ShortPoint’s representative bank or, where applicable, ShortPoint has issued the appropriate invoice to you (which shall be at all times be payable within no more than 30 days, and failure to pay such sums within such 30-day period entitling ShortPoint to immediately terminate this Agreement and all right of use of the Software); and
- all Required Information has been provided to ShortPoint.
ShortPoint will provide Software Updates, Maintenance, and Support on if any of the following conditions:
- ShortPoint OnDemand license is active, and customers follow the latest updates and guidelines from the ShortPoint support department
- If the support and maintenance contract is valid and active during the first year after acquiring the Infinity license or support and maintenance contract was renewed and the end customer paid all associated fees.
1.4 License Activation Policy
Following issuance of the Software license as described in paragraph 1.1 above, one ShortPoint license will be activated on SharePoint Farm or Tenant.
In the case of SharePoint Farm environment based, ShortPoint will, as applicable, provide you with a license key for activation on your farm.
In the case of for ShortPoint Add-In required, ShortPoint will allocate a domain URL under which you may access the Software.
1.5 Transfer Restrictions.
If you transfer rights of use of the Software to any Affiliates or their respective successors, you may transfer all licenses and rights to the Software granted to you under this Agreement to the transferee provided that: (i) such transferee agrees in writing to accept the terms and conditions of this Agreement, (ii) you also transfer all Software, including all copies thereof, to such transferee, (iii) you notify ShortPoint in advance of such transfer including all relevant details of the transferee, and (iv) ShortPoint completing all relevant steps in order to process such transfer, including change of domain name. Except as provided in this Section, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part.
2. COPYING RESTRICTIONS
In order to effect your license rights hereunder, you may install the Software by copying it onto the hard disk drive or into the CPU memory of a single computer for use thereon, and you may make full or partial copies of the Software, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by ShortPoint on the authorized copy of the Software that you downloaded from the ShortPoint’ website.
3. OWNERSHIP OF Software AND MEDIA
You agree and acknowledge that ShortPoint transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise and that ShortPoint and its licensors reserve all rights not expressly granted to you hereunder. You may own the media on which the Software was originally provided to you hereunder and on which you subsequently copy the Software, but ShortPoint and its licensors shall retain ownership of all Software and copies of the Software or portions thereof embodied in or on such media.
4. U.S. GOVERNMENT USERS
If the Software is acquired by or on behalf of an entity of the government of the United States of America, the following provision applies: U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure of Software by the Government is subject to restrictions as set forth in FAR 52.227.19( c)(2) or subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227.7013 and/or in similar or successor clauses in the FAR or the DOD or NASA FAR Supplement. Unpublished rights reserved under the Copyright Laws of the United States. Contractor/manufacturer is ShortPoint FZCO.
5. EXPORT RESTRICTIONS
The software is exported from the United States under the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. You agree that you will not: (i) export or re-export the Software, directly or indirectly, to Iran, Syria, Sudan, Cuba or North Korea; or (ii) release the software to a person on the denied person list, unverified list, entity list, specially designated nationals list, debarred list or nonproliferation sanctions list (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm). The foregoing obligations will apply to you unless the Office of Export Licensing of the U.S. Department of Commerce has granted authorization to you in writing for the export or re-export of the software. Your obligations under this section shall survive any termination of this Agreement.
6. ENFORCEMENT OF TERMS; TERMINATION
If you fail to fulfill any of your material obligations under this Agreement, ShortPoint and/or its licensors may pursue all available legal remedies to enforce this Agreement, and ShortPoint may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under this Agreement. You agree that ShortPoint licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if ShortPoint terminates this Agreement for your default, you will immediately take all steps reasonably necessary to cease use of the Software by all applicable users and, within thirty (30) days after any such termination, deliver to ShortPoint or render unusable all Software originally provided to you hereunder and any copies thereof embodied in any medium.
7. DISCLAIMER OF SOFTWARE WARRANTY AND LIMITATION OF LIALBITY
THE SOFTWARE IS PROVIDED “AS IS” AND SHORTPOINT MAKES NO REPRESENTATIONS OR WARRANTIES, AND SHORTPOINT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION.
WITHOUT LIMITING THE FOREGOING, ShortPoint MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE AND DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL- SAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE Software WILL PROTECT AGAINST ALL POSSIBLE THREATS.
THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH-RISK SYSTEMS. WITHOUT LIMITING ANYTHING ELSE, SHORTPOINT HAS NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS SHORTPOINT FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING, WITHOUT LIMITATION, THOSE THAT (i) COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAIL- SAFE OR FAULT-TOLERANT FEATURES TO THE HIGH-RISK SYSTEM, (ii) ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF THE HIGH-RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE SOFTWARE OR THAT THE FAILURE OF THE SOFTWARE CAUSED A HIGH-RISK SYSTEM TO FAIL.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT AND/OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED THE AMOUNT OF TOTAL FEES PAID OR PAYABLE BY YOU FOR THE Software GIVING RISE TO SUCH CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
No provision of this Agreement shall exclude or limit in any way your liability for excess usage of and/or any breach of ShortPoint’s intellectual property rights in the Software.
THE LIMITATION OF LIABILITY IN THIS SECTION IS BASED ON THE FACT THAT END USERS USE THEIR COMPUTERS FOR DIFFERENT PURPOSES. THEREFORE, ONLY YOU CAN IMPLEMENT BACK-UP PLANS AND SAFEGUARDS APPROPRIATE TO YOUR NEEDS IN THE EVENT THAT AN ERROR IN THE Software CAUSED COMPUTER PROBLEMS AND RELATED DATA LOSSES. FOR THESE BUSINESS REASONS, YOU AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, THE FEE CHARGED FOR THE Software WOULD BE HIGHER.
8. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, excluding its choice of law rules.
In respect of any litigation or other dispute, all parties shall submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre.