This Software Subscription Agreement between You and SP Marketplace Holdings Inc., shall govern your rights to use the software that accompanies the Subscription Agreement during the License Term. Your acceptance of the terms and conditions set forth in the End User License Agreement (EULA) for each of the products provided by the subscription is also required. You agree to the terms of this Subscription Agreement and the EULA of each product installed on your system or service tenant.
The terms of this Subscription Agreement shall control any inconsistencies between this Subscription Agreement and any product EULA.
The terms of this Subscription Agreement shall control any inconsistencies between this Subscription Agreement and any product EULA.
- LICENSE TERMS
Marketplace charges an annual fee for this Subscription Agreement. If You purchase this subscription, you are authorizing SP Marketplace to immediately bill You for a License Term of 12 months (“License Term”). It is your sole responsibility to ensure that payment is made. SP Marketplace will not prorate or refund any fees paid for this subscription, including early termination. - LICENSE KEY
You acknowledge that a special security code owned and controlled by SP Marketplace (the “License Key”) will be issued during the install of the products contained in this subscription (the “Software”). Once You install a product, no other password or information will be required for the product to operate. Furthermore, you acknowledge that the License Key shall expire upon the expiration of the current License Term and that upon such expiration the licensed Software may cease to operate until another License Key is obtained from SP Marketplace or the subscription is renewed. Customer will not attempt to crack, alter or otherwise derive the License Key. SP Marketplace will promptly (which in the event of any renewal of a License Term shall be prior to expiration of the current License Term) provide Customer with all necessary License Keys upon renewal of each License Term and upon any authorized transfer of the licensed Software to any other hardware.
- RENEWAL
At least 30 days before the expiration of each License Term, SP Marketplace will notify You of the option to renew the subscription for an additional 12-month License Term, and SP Marketplace will invoice You at the then current subscription renewal list price for such additional License Term. For Customers on an Annual Payment plan, Payment shall be due thirty days immediately after Customer’s receipt of an invoice. For Customers on a monthly payment plan, the automatic payments will continue to occur. - LICENSE GRANT
The products included in this subscription are licensed, not sold, on a per SharePoint site instance for use internally within your organization during the subscription period. - PRODUCT USE
The products are Software templates that may be changed or modified to meet your requirements. You may not use the product or any portion or component of it outside the licensed site instance unless approved or licensed by SP Marketplace.
- SUPPORT AND SERVICES
This Subscription Agreement entitles You to receive email and phone support for: issues with module/portal functionality, access to our Customer Portal and Training Resources, and maintenance and updates as listed below in section 7. Support services will be available at the time this Subscription Agreement becomes effective and for the Subscription License Term. Please note that support is defined as questions or issues related to our products and not how SharePoint works or SharePoint and Office 365 Administration. Other than support, there are no services provided under this Subscription Agreement. You may purchase additional services as defined on www.spmarketplace.com. - MAINTENANCE AND UPDATES
During this subscription License Term, SP Marketplace will provide updates to the products listed in the subscription, as correction of “bugs” as well as limited improvements to existing functionality of the Software as SP Marketplace may choose to provide via product patches and service packs. The subscription includes the right to receive updates but does not include installation or migration services required for the update. SP Marketplace will, at its own discretion, determine whether and on what terms any update, reissue or new product release will be made available to existing subscriptions. - SUBSCRIPTION PRICES
Subscription prices are available upon request and are subject to change, but not more than a 5% annual increase. Please consult SP Marketplace or its authorized resellers as to current fees before placing an order. All subscription fees are nonrefundable and cannot be canceled except as expressly provided in this agreement and do not include shipping, sales or use tax, withholding tax, excise tax, VAT or custom duties, all of which you are responsible for paying above and beyond the subscription fees due to licensor or its authorized reseller. - MUTUAL NON-DISCLOSURE
Both parties agree to exchange certain information for the purposes of implementing SP Marketplace' product on Customer's SharePoint Site (collectively “Proprietary Information”). In order to facilitate the exchange of such information and in order for the parties to receive from each other, either orally, in writing or electronic media, such information under terms that will protect the proprietary and proprietary nature of such information, the parties(a) will maintain such Proprietary Information in the strictest confidence; (b) will not disclose, transfer or otherwise make available any of such Proprietary Information to any third party; (c) will not, directly, indirectly or in concert with any person, use the Proprietary Information for any purpose other than use during implementation; and (d) make only as many copies of tangible Proprietary Information as are necessary for its use in implementing the product. - TERMINATION FOR CAUSE
SP Marketplace may terminate the subscription and deactivate any product immediately without prior notice for failure to comply with any of the terms and conditions of this Subscription Agreement. Immediately upon termination You will no longer have any right to use the subscription or any of the products contained in it. Customer may request a 30 day cooling off period before deactivation prior to termination. - LIMITED WARRANTY AND LIMITATION OF LIABILITY
SP Marketplace warrants to the person or entity that purchases a subscription that the Software template will perform substantially in accordance with the features presented on the SP Marketplace website at the time of purchase for the subscription period. SP Marketplace does not warrant any changes made to the base Software template after initial installation. If a warranty condition occurs, SP Marketplace will use its best efforts to correct the condition as part of its support service. SP Marketplace only warrants its delivered software and not the underlying Microsoft platform upon which it runs. SP Marketplace only offer refunds within 30 days of purchase, after which the limited warranty applies covered by support services (“Limited Warranty”).
If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, You also have an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (subscription period). As to any defects discovered after the subscription period, there is no warranty or condition of any kind. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.
Limitation on remedies, no consequential or other damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by SP Marketplace, you are not entitled to any damages including but not limited to consequential damages, if the software does not meet SP Marketplace's Limited Warranty and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. Exclusion of incidental, consequential and certain other damages are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction. Your exclusive Remedy. SP Marketplace's and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this Subscription Agreement or for any other liability relating to the Software shall be, at SP Marketplace's option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to SP Marketplace with a copy of your receipt. You will receive the remedy elected by SP Marketplace without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to SP Marketplace). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and SP Marketplace will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with SP Marketplace's warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by SP Marketplace are available without proof of purchase from an authorized international source. To exercise your remedy, contact:
SP Marketplace
Attn: Sales
11354 Pleasant Valley RD #102
Penn Valley, CA 95946
- JURISDICTION
This Subscription Agreement is governed by the laws of the State of California, the U.S. Copyright Act and other applicable U.S. federal laws. All disputes or legal proceedings relating to the use of the Software or this Subscription Agreement shall be brought and heard exclusively in the state or federal courts located in Nevada County, California. By installing or using any of the products listed in this subscription, you hereby irrevocably consent and submit to personal jurisdiction in such courts for all such disputes or legal proceedings.
