Products / Navigator 365 / Terms of Use

IMPORTANT NOTICE: YOU SHOULD READ THE FOLLOWING TERMS CAREFULLY BEFORE YOU DOWNLOAD, INSTALL OR USE ANY SOFTWARE AND DOCUMENTATION FROM SHAREPOINTALIST INC. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS AND ARE NOT WILLING TO BE BOUND BY THIS LICENSE AGREEMENT, YOU MAY NOT INSTALL THE SOFTWARE.

Sharepointalist is willing to grant the Software and Documentation to Licensee a non-exclusive, non-transferrable license to utilize the Software, only upon the condition that Licensee accepts all the terms contained in this Agreement. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “Licensee”, “you” and “your” will refer to that company or other legal entity.

1. License. Conditioned upon Licensees compliance with the terms and restrictions set forth in this License Agreement (“Agreement”), Sharepointalist Inc. (“Sharepointalist”), grants Licensee a non-exclusive, non-transferable license to use the software program(s) made available for download by Sharepointalist (the “Software”), solely in machine-readable form, and any documentation delivered with the Software (the “Documentation”). The Software is considered to be in use when it is installed/deployed on customer environment. Licensee agrees to ensure that anyone who uses the Software or Documentation does so only for your authorized use and complies with the terms of this Agreement.
2. Ownership and Intellectual Property Rights. Sharepointalist retains full ownership rights in the Software and Documentation and all rights not expressly granted to you in this Agreement. The Software and Documentation are protected by copyright and other intellectual property rights. You may not copy or otherwise use the Software or Documentation, in whole or part, except as expressly permitted in this Agreement. You must reproduce and maintain all copyright and other intellectual property notices that are contained in the Software or Documentation on any copy that you make or use of the Software and/or Documentation, respectively.
3. Free Trial. Sharepointalist allows customers to temporarily use Software for free for evaluation purposes only. You may not access the Free Trial if you are direct competitor of Sharepointalist, except with prior written consent.
4. Free Limited License. Sharepointalist provides free versions of selected software products with limited functionality. Sharepointalist reserves the right to change the limitations of free versions of software products at any time.
5. Subscription Fee. As consideration for the license granted to you hereunder, Licensee shall have paid to Sharepointalist a mutually agreed upon subscription fee. Licensee shall pay all sales, use and other taxes (excluding taxes on Sharepointalist income) imposed by any jurisdiction arising out of or related to the subscription granted under this Agreement or to Licensees use of the Software, regardless of when such tax liability is asserted.
6. Software Maintenance. Software Maintenance means an annual service provided by Sharepointalist to provide support and Software upgrades to Licensee. The Software Maintenance is included with the purchase of software subscription; Software Maintenance consists of two services; (1) e-mail support and (2) the right for Licensee to receive all new releases of the Software. These releases are intended to correct errors, support new releases of the software systems with which the Software is designed to operate, add significant functional capability, or provide other incidental updates and corrections.
7. Restrictions. The Software and Documentation may be copied solely for the purposes of installation and back-up. Licensee shall not sublicense, assign, lease, encumber or otherwise transfer or attempt to transfer the Software, Documentation or any rights thereto, either in whole or in part, to any third party. Licensee shall not use the Software or Documentation for any purpose other than internal business purposes and shall not permit the publication or distribution of results of any benchmark tests run on the Software without the express written permission of Sharepointalist. Licensee shall not modify the Software or Documentation in any manner. Licensee agrees that the source code applicable to the Software is confidential and proprietary to Sharepointalist and/or its licensors. Accordingly, Licensee shall not decompile, disassemble, reverse engineer or otherwise manipulate the Software so as to derive such source code.
8. Term and Termination. The license granted to Licensee hereunder is subscription based and active during subscription period only. This Agreement and the associated license for the Software and Documentation will terminate automatically and without provision of notice by Sharepointalist if:
   1. Licensee fails to comply with any of the terms of this Agreement, including any attempt to transfer any copy of the Software or Documentation to another party or any attempt to modify the Software; or
   2. Licensee cease doing business, dissolve, make an assignment for the benefit of creditors of all or substantially all of your assets or voluntarily or involuntarily enter bankruptcy.
9. Limitation of Liability. Sharepointalist’s entire liability and your sole remedy for any failure of the Software to function in accordance with its Documentation shall be limited, at the election of Sharepointalist, to
   1. use of Sharepointalist’s reasonable efforts to correct, at no charge, Software errors of which Sharepointalist is the cause, or
   2. accept return of the Software and associated documentation and refund your subscription fee paid for the Software (if any), less a reasonable fee for use up to the time of return.

   Sharepointalist shall have no liability if failure of the Software is the result in whole or in part of abuse, misapplication, unauthorized modification or accident.

   THE LICENSED SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS OBTAINED AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY YOU, AND SHAREPOINTALIST ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR APPLICATION OF OR ERRORS OR OMISSIONS IN THE LICENSED SOFTWARE. EXCEPT AS MAY BE REQUIRED BY LAW, IN NO EVENT SHALL SHAREPOINTALIST BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OFTHE USE OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF SHAREPOINTALIST HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. SHAREPOINTALIST SHALL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION; LOST PROFITS OR REVENUE; LOSS OF USE OF THE LICENSED SOFTWARE; LOSS OF DATA OR EQUIPMENT; THE COST OF SUBSTITUTE PROCUREMENT; CLAIMS BY THIRD PARTIES OR OTHER SIMILAR COSTS EXCEPT AS REQUIRED BY LAW. SHAREPOINTALIST’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID TO COMPANY BY YOU FOR THE SOFTWARE OR, IN THE EVENT THAT COMPANY HAS MADE THE SOFTWARE AVAILABLE TO YOU WITHOUT CHARGE, COMPANY’S TOTAL LIABILITY WILL BE LIMITED TO $500.

   The remedies set forth herein are exclusive and in lieu of all others, oral or written, expressed or implied. No Sharepointalist agent or employee or third party is authorized to make any modification or addition to this warranty.

10. Infringement Indemnification. Sharepointalist agrees to defend at its own expense any action brought against you to the extent that it is based on a claim that any Software infringes any United States or Berne Convention member country patent, copyright, or trade mark, and will pay any costs and damages finally awarded against you in any such actions which are attributable to any such claim. Sharepointalist’s obligation under the preceding sentence is subject to the conditions that:
    1. you promptly notify Sharepointalist in writing of any such claim;
    2. Sharepointalist has sole control of such defense and all negotiations for any settlement or compromise; and
    3. should any Software become, or in Sharepointalist’s opinion be likely to become, the subject of any such claim, you permit Sharepointalist, at Sharepointalist’s option and expense, to procure for you the right to continue using such Software, to replace or modify it so that it becomes non-infringing, or to grant you a credit for such Software as depreciated on a three-year, straight-line basis, and accept its return.
    Sharepointalist has no liability under this section with respect to any claim which is based upon or results from:
    1. the combination of any Software with any equipment, device, firmware or software not furnished or approved by Sharepointalist; or
    2. any modification of any Software by a party other than Sharepointalist,
    3. the failure of others to install or have installed changes, revisions or updates as instructed by Sharepointalist if such would have made the Software non-infringing, or (iv) Sharepointalist’s compliance with your specifications, designs or instructions.
    THIS PARAGRAPH STATES YOUR SOLE REMEDY AND SHAREPOINTALIST’S ENTIRE LIABILITY FOR ANY CLAIM RELATING TO INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.
11. U.S. Government Restricted Rights. The Software is licensed subject to RESTRICTED RIGHTS. Use, duplication, or disclosure by the US. Government or any person or entity acting on its behalf is subject to restrictions as set forth in subdivision (c)(1) (ii) the Rights in Technical Data and Computer Software Clause at DFARS (§252.227-7013 and §252.211-7015) for DoD contracts, in paragraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause in the FAR (§52. 227-19) for civilian agencies or in other comparable agency clauses.
12. Export and Re-export. You agree not to export, directly or indirectly, the Software or related technical data or information without first obtaining any required export licenses or other governmental approvals. Without limiting the foregoing, you, on behalf of yourself and your subsidiaries and affiliates, agree that you will not, without first obtaining all export licenses and approvals required by the U.S. Government:
    1. export, re-export, transfer, or divert any such Software or technical data, or any direct product thereof, to any country to which such exports or re-exports are restricted or embargoed under United States export control laws and regulations, or to any national or resident of such restricted or embargoed countries; or
    2. provide the Software or related technical data or information to any military end user or for any military end use, including the design, development, or production of any chemical, nuclear, or biological weapons.
13. Open Source Software Notice. The Sharepointalist Software is distributed with certain independent software that is licensed under the Massachusetts Institute of Technology License (“MIT”), and other open source licenses (“Open Source Software”). For a period of three years from the date of your purchase of the Software, Sharepointalist will at your request provide to you a copy of the source code for the code licensed under the MIT licenses including any modifications made by Sharepointalist. Sharepointalist may charge reasonable shipping and handling charges for such distribution. To the extent that any of the terms and conditions of the license agreement governing your use of the Sharepointalist Software conflict with any of the open source licenses governing the Open Source Software, the conflicting terms and conditions shall not apply to the corresponding Open Source Software.
14. Open Source Software Restrictions. Certain “Open Source” software – software available without charge for use, modification or distribution – is licensed under terms that require the user to make the user’s modifications to the open source software or any software that the user ‘combines’ with the open source software freely available in source code form. If you use open source software in conjunction with the Sharepointalist Software, you must ensure that your use does not:
    1. create, or purport to create, obligations with respect to the Sharepointalist Software; or
    2. grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the Sharepointalist Software.
15. General. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect. This Agreement will be governed by the laws of the state of California, USA. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from this Agreement. Sharepointalist retains all rights not expressly granted. Nothing in this Agreement constitutes a waiver of Sharepointalist’s rights under U.S. copyright laws or any other federal, state, local, or foreign law or grants you any rights in source code. You are responsible for installation, management and operation of the Software.

Should you have any questions concerning this Agreement, contact Sharepointalist Inc., 8200 Wilshire Blvd, Suite 200 Beverly Hills, CA 90211 USA. support@sharepointalist.com