SharpCloud | End User License Agreement

The following terms (collectively, the “Agreement”) govern your use of the SharpCloud solution(s) that you have subscribed to/licensed (the “Solution(s)”) from SharpCloud (defined below and referred throughout this Agreement as “SharpCloud”).

BY REGISTERING A USER ACCOUNT ON OUR WEBSITE, SUBSCRIBING TO A SHARPCLOUD SOLUTION DIRECTLY WITH SHARPCLOUD OR THROUGH YOUR CHOSEN SERVICE PROVIDER, OR PURCHASING A LICENSE TO USE THE SOLUTION AND/OR UNDERLYING SOFTWARE, YOU CONSENT TO BE LEGALLY BOUND BY THESE TERMS FOR EACH SOLUTION THAT YOU SUBSCRIBE. IF YOU ARE PURCHASING THROUGH A SERVICE PROVIDER THAT WILL REGISTER AN ACCOUNT ON YOUR BEHALF, YOU CONFIRM THAT YOU HAVE GIVEN AUTHORITY TO THE SERVICE PROVIDER TO AGREE THE TERMS OF THIS AGREEMENT ON YOUR BEHALF AS PART OF THE INITIAL SETUP OF YOUR ACCOUNT AND YOU WILL NOT CHALLENGE OR DENY THAT THE SERVICE PROVIDER WAS SO AUTHORIZED.

NOTE: ANY TERMS ON YOUR PURCHASE ORDER OR OTHER DOCUMENT SUBMITTED BY YOU SHALL NOT APPLY TO YOUR USE OF OUR SOLUTIONS AND YOU EXPRESSLY AGREE THAT THEY WILL NOT APPLY NOR WILL YOU CLAIM THAT THEY APPLY OR SEEK TO ENFORCE THEM IN ANY WAY AGAINST SHARPCLOUD.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT AND REPRESENT THAT YOU (OR YOUR CHOSEN SERVICE PROVIDER IF APPLICABLE) HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” OR THE “CUSTOMER” SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT USE THE SOLUTION.

YOUR ATTENTION IS DRAWN TO SECTION 11 WHICH CONTAINS IMPORTANT LIMITATIONS AND EXCLUSIONS OF LIABILITY.

1. LICENSE TO USE THE SERVICE

1.1 Saas Subscription License: If you are subscribing to a cloud based software as a service Solution, subject to compliance with the terms of this Agreement and payment of the relevant fees for use of the Solution, SharpCloud grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to access and use the Solution solely in accordance with the terms and conditions of this Agreement and solely for the duration of your subscription to the Solution (“Cloud Subscription Term”).

1.2 On Premise Subscription License: If you are subscribing to an on-premise Solution, subject to compliance with the terms of this Agreement and payment of the relevant fees for use of the Solution, SharpCloud grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to install the Solution on your internal systems and access and use the Solution solely in accordance with the terms and conditions of this Agreement and solely for the duration of your subscription to the Solution( “On Premise Subscription Term”).

1.3 Free Version and Free Trial License: SharpCloud may make available a free version of the Solution (“Free Version”) and a trial version of the Solution(s), whether on-premise or cloud based for your limited use (“Trial Service”) which are also subject to the terms of this Agreement. The trial version may only be used for no more than 30 days unless otherwise agreed in writing by SharpCloud.

1.4 Support, Upgrades and Updates. If you are buying licenses to use the Solution(s) from a service provider that is hosting the Solution(s) for you, the service provider is responsible to provide technical support to you under the terms you have agreed with them. If you are buying licenses direct from SharpCloud, we will provide technical support to you for the duration of your subscription as described in our technical support description at: https://www.sharpcloud.com/support/technical-assistance-and-compatibility-0 (“Standard Support”). Additional support is available for optional purchase as outlined under the “Premium Support” section at the same web page. All support is provided subject to the terms of this Agreement. We maintain cloud based Solutions at the latest version and we apply all updates (fixes, workarounds and similar) as well as upgrades of the software (to add functionality or make changes to the underlying software) automatically and there is no additional cost to you. For all on-premise based subscriptions, we will provide you access to updates and upgrades for you to install and there is no additional cost to you for the same during the term of your subscription. If your on-premise installation of our Solution(s) does not have the latest released updates and upgrades or any of the two immediately prior ones, our warranties to you shall not apply and we will not be able to provide technical support to you. Updates and upgrades do not include any new products that we release generally to the market.

1.5 Duration. The duration of your license shall be as stated in your order for licenses whether direct with us or placed through your service provider.

2. GENERALLY PERMITTED USES

2.1 You may use the Solution(s) for your internal use only up to the quantity of user licenses that you have purchased and paid. If you need additional quantity of licenses, you may purchase them at any time from us directly or from your chosen Service Provider and the subscription duration for the additional licenses will be pro-rated to your original Cloud Subscription Term or on-Premise Subscription Term, as applicable, unless otherwise agreed by us. In this Agreement, “users” shall mean each individual login identity created for access to the Solution(s). Such login IDs may not be shared between individuals or substituted unless agreed by us in writing.

2.2 In addition, subject to purchasing and paying for the necessary number of licenses, the license granted to you above includes the right to use the Solution(s) for your affiliates (meaning any entity that, directly or indirectly controls, is controlled by, or is under common control with you) (“Permitted Access”) provided that where you offer such Permitted Access (a) you shall ensure that all such use and access complies with this Agreement; (b) you shall remain the contracting party with us and you shall be responsible for the payment of all applicable fees for such use; (c) you shall retain full responsibility and liability for all acts and omissions of your affiliates in relation to such access to and use of the Solution(s) as if they were your own acts or omissions. All passwords and other access details provided by us to you are confidential and you shall ensure that all those with Permitted Access are aware of the confidential nature of such details.

3. RESTRICTED USES

The license granted to you herein is subject to our Acceptable Use Policy (“AUP”) published at https://www.sharpcloud.com/acceptable-use-policy. You agree to comply with the AUP and procure that your users also comply with the terms of the AUP in addition to the terms of this Agreement.

4. SHARPCLOUD’S REVIEW OF YOUR USE OF THE SOLUTION

4.1 You agree that SharpCloud may review your use of the Solution and utilization of your licenses from time to time for the purpose of verifying your compliance with this Agreement. You agree to cooperate with SharpCloud in such review and provide such information and documentation as SharpCloud may reasonably request for it to perform its verification.

5. DOWNTIME AND SERVICE SUSPENSIONS (FOR CLOUD SERVICE)

5.1 SharpCloud shall use reasonable efforts to maintain availability of the cloud based Solution(s) at all times but from time to time your access to and use of the cloud based Solution(s) may be (i) suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the cloud based Solution(s) as a result of power outages, system failures or other reasons beyond our reasonable control; and (ii) SharpCloud shall also be entitled to suspend access to any portion or all of the Solution(s) at any time, on a service-wide basis: (a) for scheduled downtime to permit SharpCloud to conduct maintenance or make modifications to the Solution; (b) in the event of a denial of service attack or other attacks on the Solution(s) or other events as stated in the AUP that SharpCloud determines, in SharpCloud’s reasonable discretion, may create a risk to the Solution(s), to you or to any of SharpCloud’s other customers if the Solution(s) were not suspended; or (c) in the event that SharpCloud determines that the Solution(s) is prohibited by law or SharpCloud otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). To the extent SharpCloud is able, SharpCloud will endeavor to provide you notice of any Service Suspension and to post updates on the www.sharpcloud.com website regarding resumption of the service following any such suspension.

6. FEES (ONLY APPLICABLE IF YOU PURCHASE DIRECTLY FROM SHARPCLOUD)

6.1 If you are purchasing your licenses to the Solution(s) from a service provider, all pricing and payment terms shall be as agreed by you with your Service Provider.

6.2 If you are purchasing licenses direct from us, all licenses must be paid in advance. We will invoice you for the initial number of licenses that you have purchased once you have placed your order and following registration of your account (see below).

6.3 In order to activate the cloud based Solution(s) you must register your details on our website. Registration of an account with us for On Premise Solution(s) is optional.

6.4 SharpCloud prices exclude any applicable taxes which shall be payable by you in addition.

7. PAYMENT (ONLY APPLICABLE IF YOU PURCHASE DIRECT FROM SHARPCLOUD)

7.1 Unless otherwise agreed in writing, you agree to pay all undisputed invoices within 30 days of the date of invoice (“the Due Date”). All undisputed amounts payable under this Agreement must be paid without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you must notify SharpCloud and provide SharpCloud with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

7.2 Non-payment by the due date may result in SharpCloud charging interest at 3% per month until payment is made. In addition, if you have not paid within 21 days after the Due Date, SharpCloud may suspend the provision of the Solution(s) to you until payment is received and such suspended duration will not be refunded or added to your Cloud Subscription Term or On-Premise Subscription Term (as applicable). The same suspension shall apply if we are informed by your service provider that you have not paid undisputed fees in accordance with your agreement with them.

8. DATA PROTECTION AND CONFIDENTIALITY

8.1 The following definitions are used in this Section 8:

8.1.1 CCPA means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. Seq.

8.1.2 Data Controller, Data Processor, Data Subject, Personal Data, Personal Information, Data Breach, Processing, Processed and Process and appropriate technical and organizational measures shall have the meaning as defined in the applicable Data Protection Legislation.

8.1.3 Data Protection Legislation means means all laws, regulations and other legal requirements (as amended or replaced from time to time) applicable to either (i) SharpCloud in its role as provider of the Solution(s) or (ii) you. This may include, for example, the EU Data Protection Law; UK Data Protection Law; the CCPA, and the California Privacy Rights Act and its implementing related regulations when effective ("CPRA"); the Personal Information Protection and Electronic Documents Act, SC 2000, c.5 ("PIPEDA") in Canada; Australia's Privacy Act 1988 and the Australian Privacy Principles (the "Privacy Act"); the Virginia Consumer Data Protection Act when effective ("VCDPA"); the Utah Consumer Privacy Act when effective ("UCPA"), and the Colorado Privacy Act and related regulations when effective ("CPA"). Each party is responsible only for the Data Protection Legislation applicable to it.

8.1.4 EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) – (iii); and (iv) any legislation replacing or updating any of the foregoing.

8.1.5 Swiss Data Protection Laws” or “FADP” means the Swiss Federal Act on Data Protection of June 19, 1992, SR 235.1, and any other applicable data protection or privacy laws of the Swiss Confederation as amended, revised, consolidated, re-enacted or replaced from time to time, to the extent applicable to the processing of Personal Data under this Agreement.

8.1.6 UK Data Protection Laws” means the Data Protection Act 2018 (DPA 2018), as amended, and the EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and the free movement of such data, as incorporated into UK law as the UK GDPR, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time

8.2 SharpCloud takes privacy extremely seriously. SharpCloud will comply with the terms of its privacy policy available at https://www.sharpcloud.com/privacy-policy

8.3 Each of the parties agrees to comply with all applicable requirements of any relevant Data Protection Legislation and, where applicable, the provisions of the Data Processing Addendum (“DPA”) published at www.sharpcloud.com/data-processing-addendum which shall be incorporated by reference herein and is subject to all of the terms and conditions of this Agreement. This is in addition to, and does not relieve, remove or replace, either party’s obligations under the Data Protection Legislation.

8.4 You warrant to SharpCloud that you have taken all steps that are required to enable SharpCloud to process your Personal Data/Personal Information in compliance with all Data Protection Laws including without limitation that you have in place the necessary notices and consents from Data Subjects for you to lawfully transfer their Personal Data to us, or have another appropriate legal basis in place to enable lawful transfer of the Personal Data to us and for us to process, use and transfer such personal data in connection with the provision of the Solution.

8.5 “Confidential Information” of a party means such party’s (or its affiliate’s) non-exhaustive: inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. All business terms of this Agreement, including, but not limited to, pricing and access/login details, details of the Solution(s) and your data if provided to us shall be considered Confidential Information hereunder.

8.6 Each party shall keep in confidence all Confidential Information of the other party obtained during the term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that:

8.6.1 was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party;

8.6.2 was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information;

8.6.3 became generally available to the public, by publication or otherwise, through no fault of such party; or

8.6.4 was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party.

8.7 The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this Section 8. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (a) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to obtain a protective order or other legally available means of protection.

9. WARRANTIES & DISCLAIMERS

9.1 For the duration of your subscription to our Solution(s), SharpCloud warrants as follows:

9.1.1. SharpCloud shall provide the cloud-based Solution(s) and any technical support made available to you using reasonable skill and care and in a professional manner;

9.1.2 the Solution shall perform substantially in accordance with and conform in all material respects with the specifications published by SharpCloud from time to time;

9.1.3 It will comply with all applicable laws in the provision of the Solution(s) to you;

9.1.4 any updates or upgrades of the Solution released by SharpCloud will not materially degrade the overall functionality or performance of the Solution(s), except where such degradation is necessary to address critical security vulnerabilities or regulatory compliance requirements. SharpCloud will provide advance notice of any such updates or upgrades that may impact functionality or performance, and will work diligently to mitigate any adverse effects on the Solution(s); and

9.1.5 SharpCloud possesses all necessary authority and permissions to grant the licenses to you as set out herein.

9.2 If there is a breach of the above warranties, SharpCloud will at its expense, use reasonable endeavors to correct any such breach promptly after you give notice in writing of the breach to SharpCloud. If SharpCloud is not able to remedy the breach to your satisfaction or if the remedy takes longer than 30 days, you may cancel your subscription to the relevant Solution(s) by giving notice in writing to SharpCloud and SharpCloud will refund you pro rata for the remaining duration of your Cloud Subscription Term or On-Premise Subscription Term (as applicable). Such correction or termination is your sole and exclusive remedy for any breach of the above warranties.

9.3 The availability of the Solution may be affected (and SharpCloud shall not be liable in such cases unless directly caused by SharpCloud) by factors outside SharpCloud’s reasonable control; your actions or omissions (including without limitation, breach of your obligations set out in this Agreement) or those of any third parties (including but not limited to breakdowns in the data centre used by SharpCloud); and interruptions to the Solution resulting from any request by you.

9.4 You understand that we, in performing the required technical steps to provide the service to our users, may (a) transmit or distribute your content over various networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us to take these actions and we are not liable for any content posted by you, your users or other customers or their users on our public forums and boards. Any posting of such content and reliance on third party content is entirely at your own risk.

9.5 Each party warrants that: (a) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (b) it has the requisite power and authority to enter into this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.

9.6 Save as expressly provided for in this Agreement, all warranties, or conditions of any kind (including, but not limited to, the Solution(s) will be uninterrupted or error-free; the implied warranties or conditions of merchantability, satisfactory quality and fitness for a particular purpose) are excluded to the maximum extent permitted by applicable law. SharpCloud makes available a Trial Service of the Solution(s) for you to make your own assessment whether the Solution(s) fits your needs and is suitable for and compatible with your technology environment.

10. INTELLECTUAL PROPERTY

10.1 All rights in the Solution(s) not expressly granted under this Agreement are reserved to SharpCloud. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Solution(s), the trade marks, service marks, service or trade names, logos, and other designations of SharpCloud, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement.

10.2 You agree that the intellectual property rights in any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Solution(s) shall be owned by SharpCloud. You are not obliged to give any such feedback.

10.3 SharpCloud acknowledges that any intellectual property rights developed or created by you in the course of using the Solution(s), excluding any SharpCloud proprietary information, and in your data shall remain your sole property. However, you agree to grant SharpCloud a non-exclusive, royalty-free license to use such intellectual property and data solely for the purpose of providing and improving the Solution(s) during the term of this Agreement. This license shall terminate upon the expiration or termination of this Agreement.

11. MUTUAL LIMITATIONS AND EXCLUSIONS OF LIABILITY

11.1 Nothing in this Agreement shall limit or exclude either party’s liability for:

11.1.1.death or personal injury caused by negligence;

11.1.2 fraud, willful default or fraudulent misrepresentation; or

11.1.3 any other liability which cannot be limited or excluded by applicable law.

11.2 Subject to Section 11.1, neither party shall be liable to the other party, whether in contract, tort (including without limitation negligence), strict liability or other theory for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for loss of profits; loss of sales or business, business opportunity or goodwill; loss, inaccuracy, corruption or recovery/restoration of data or information; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software; cost of procurement of substitute goods, services, or technology or any indirect, special, consequential, incidental, or exemplary loss or punitive damages, whether foreseeable or not.

11.3 Subject to Sections 11.1 and 11.2 above, each party’s maximum aggregate liability to the other party for all claims, whether in contract, tort (including without limitation negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Solution(s) and this Agreement shall be limited to the greater of (a) the price paid by you for user licenses of the Solution(s) in the 12 months’ period preceding the date of the incident(s) giving rise to the relevant claim and (b) US$10,000 (ten thousand US Dollars). Subject to Sections 11.1 and 11.2, in respect of the Free Version and the Trial Service, our maximum liability to you in aggregate is limited to US$10.

11.4 EACH PARTY FURTHER AGREES THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY ABOVE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES AND IN REFLECTION OF THE PRICE PAID FOR LICENSES OF THE SOLUTION(S) AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. INDEMNIFICATION

12.1 Subject to your compliance with the terms of this Agreement and payment of applicable fees, SharpCloud shall defend you against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by a third party alleging that the use of the Solution as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by you in connection with any such Claim; provided that you: (a) promptly give SharpCloud written notice of the Claim; (b) give SharpCloud sole control of the defense and settlement of the Claim (provided that SharpCloud may not settle any Claim if the settlement requires an admission of liability by you, unless approved in writing by you); and (c) provide to SharpCloud all reasonable assistance, at SharpCloud’s expense.

12.2 The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the Solution is the basis of the Claim; (b) a Claim against you arises from the use or combination of the Solution or any part thereof with software, hardware, data, or processes not provided by SharpCloud, if the Solution or use thereof would not infringe without such combination; (c) a claim against you arises from your breach of this Agreement or (d) if you are subscribing to an On-Premise Subscription License, you have not installed the latest update or upgrade of the Solution issued by SharpCloud if such update or upgrade would have avoided the infringement.

12.3 In the event of a valid Claim, SharpCloud shall either (i) modify the Solution so that it is not infringing and you may continue to use the Solution, or (ii) seek a license to use the infringing code to allow you continued use of the Solution (at SharpCloud’s own cost); or (iii) if neither of the foregoing are possible, refund you pro rata for the remaining duration of your subscription.

12.4 This Section 12 states the SharpCloud’s sole liability to, and your exclusive remedy against SharpCloud for any type of Claim described in this Section 12.

13. DURATION, TERMINATION AND SUSPENSION

13.1 The terms of this Agreement shall apply to you upon registering a user account on our website, subscribing to a SharpCloud Solution directly with SharpCloud or through your chosen service provider, or purchasing a license to use the on-premise Solution . Your subscription shall continue for the term agreed in your order for the licenses. At the end of the term, you may renew your licenses at the price quoted by SharpCloud or your service provider (as appropriate).

13.2 SharpCloud may terminate this Agreement (and, accordingly, cease providing the Solution to you), if SharpCloud is no longer able to provide the Solution to you by providing you 60 days’ notice in writing. If SharpCloud exercises its right to terminate under this Section 13.2 and you purchased direct through SharpCloud, you will be refunded pro rata for the remaining duration of your subscription.

13.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.3.1 the other party is in breach of a material term and has failed to remedy the breach within 30 days of receipt of a notice specifying the breach and requiring it to be remedied; or

13.3.2 there is an order or a resolution for the liquidation, administration, dissolution or winding-up of the other party (except where such winding up is for the purpose of solvent amalgamation or reconstruction) or has an administrator or other receiver, manager, trustee, liquidator or similar officer appointed overall or any substantial part of its assets, or enters into or proposes any composition or arrangement with the other party’s creditors generally or is subject to any analogous event or proceedings in any applicable jurisdiction.

13.4 If you terminate for SharpCloud’s unremedied breach under Section 13.3.1 and you purchased direct through SharpCloud, you will be refunded pro rata for the remaining duration of your subscription. If SharpCloud terminates under Section 13.3.1 for your unremedied breach, you will not be refunded, and any payments committed by you which have not been paid shall become payable immediately.

13.5 Upon termination of this Agreement and your subscription to the Solution(s) you must cease to use the Solution(s) and if you are on an On-Premise Subscription License, you must promptly delete the Solution(s) from your systems and return any and all materials provided to you by SharpCloud.

13.6 In the event this Agreement is terminated for any reason, the confidentiality obligations of Section 8 and the exclusion and limitations of liabilities in Section 11 will survive any such termination.

13.7 Upon termination of this Agreement, SharpCloud will delete your Personal Data/Personal Information in line with the details set out in the DPA.

14. IMPORT AND EXPORT COMPLIANCE AND RESTRICTIONS

14.1 Each party shall, in connection with the provision of the Solution and your use of the same, comply with all applicable import, export and re-export control laws and regulations of any country, including the country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, rules and regulations.

15. SHARPCLOUD LEGAL ENTITY AND GOVERNING LAW

15.1 This Agreement is entered into by the SharpCloud entity named in the table below. This Agreement shall be construed and governed by the laws of the State or country as set out in the table below and subject to the exclusive venue stated therein, without regard to principles of conflicts of laws. The parties waive any right to a trial by jury, if applicable. Each party recognizes that the unauthorized disclosure of Confidential Information, may cause irreparable harm to the other party for which monetary damages may be insufficient, and in the event of such disclosure, such other party shall be entitled to seek an injunction, temporary restraining order, or other provisional remedy as appropriate without being required to post a financial bond or other security.

Client HQ Location	Applicable Law	Applicable Venue	SharpCloud Entity
Americas	Laws of the State of Delaware, USA	Courts in Delaware, USA	SharpCloud Software Inc.
EEA	Laws of the Netherlands	Courts in Amsterdam, the Netherlands	SharpCloud Software Ltd
UK & Rest of the World	Laws of England & Wales	Courts in London, England	SharpCloud Software Ltd

16. NOTICES

16.1 Except as otherwise set forth herein, notices given by SharpCloud to you under this Agreement that affect SharpCloud customers generally will be posted on the www.sharpcloud.com website. Notices made by SharpCloud under this Agreement specific to you (e.g. notices of breach and/or suspension) will be provided to you via the email address you provided to SharpCloud. It is your responsibility to keep the email address current and you will be deemed to have received any email sent to any such email address, upon SharpCloud’s sending of the email.

16.2 For notices to SharpCloud under this Agreement and for questions regarding this Agreement or the Service, you may contact SharpCloud as follows:

By sending an email to legal@sharpcloud.com

By sending a letter to SharpCloud at the following address:

For SharpCloud Software Ltd, 8 Leake Street, London SE1 7NN, UK,

For SharpCloud Software Inc., 3500 S Dupont Hwy, Camden, DE 19934 United States

16.3 All communications and notices to be made or given pursuant to this Agreement shall be in the English language. If SharpCloud provides a translation of any materials provided hereunder, the English language version will control if there is any conflict.

17. MISCELLANEOUS PROVISIONS

17.1 SharpCloud may modify this Agreement, the DPA or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement, DPA or such Additional Policy on the www.sharpcloud.com website. In addition to this, you will be notified in accordance with Section 16. For Trial Services, the revised terms shall take effect immediately. For subscription accounts paid in advance, the revised terms shall take effect only upon renewal of the subscription. By continuing to use or receive the Solution(s) after the effective date of any revisions to this Agreement, the DPA or any Additional Policies, you agree to be bound by the revised Agreement, DPA or any revised Additional Policies.

17.2 If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

17.3 If we provide consulting services to you in any way, the terms of this Agreement shall apply equally to the services we provide unless the parties have entered into a separate agreement for the same.

17.4 You agree that we may use your name and logo to name you as a customer of SharpCloud on our website and in our sales efforts. You may withdraw your consent to use at any time by sending an email to: legal@sharpcloud.com We will not otherwise use your name and/or logo without your consent.

17.5 The failure by either party to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect that party’s right to enforce such provision thereafter. All waivers must be in writing to be effective.

17.6 This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Either party hereto may assign this Agreement to an affiliate, a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) or pursuant to a corporate restructure of assets without the other party’s consent, provided however that (a) your assignment hereof shall be effective only after fourteen (14) days’ written notice to SharpCloud, and (b) you may not assign this agreement to any competitor of SharpCloud without SharpCloud’s express written consent. Except as stated above, no rights or obligations under this Agreement may be assigned or delegated without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned.

17.7 This Agreement, the DPA together with the Additional Policies, constitute the entire agreement between you and SharpCloud regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and SharpCloud, whether written or oral, regarding such subject matter. You agree that any terms and conditions submitted by you such as on a purchase order or other order form shall have no validity even if SharpCloud processes that purchase order.

17.8 Nothing in this Agreement creates, or is intended to create, any type of joint venture, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and SharpCloud.

17.9 Neither party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

17.10 Any third party (including affiliates of a party) shall not be a party to this Agreement and shall not have any rights to enforce any of the terms of this Agreement.

End User License Agreement (EULA)