To use the Service, you need to set up a SoftPoint account. You may establish either an individual free account (“Free Account”), an individual paid account (“Paid Account”), or a SoftPoint for Business account (“Group Account”). If you’re establishing an account through a SoftPoint distribution partner, account options (such as the ability to participate in upgrades, downgrades, and conversions) and payment requirements made available to you may vary from those described in these Terms; however, these Terms govern your use of the Service and your relationship with us.
File Sync, Storage and Confidentiality
After setting up your account and downloading our Software, you can select the Files you want to sync and/or store. You can change the Files you want to sync or store whenever you want. In order to make the Service available to you, we need your permission to sync and store your Files. Accordingly, you hereby grant to SoftPoint a license: (i) to use, copy, transmit, distribute, store and cache Files that you choose to sync and/or store; and (ii) to copy, transmit, publish, and distribute to others the Files as you designate, whether through the sharing or public linking features of the Service, in each case solely to provide the Service to you.
Free Accounts don’t have all the features of Paid Accounts and are subject to limitations described in these Terms and as implemented by SoftPoint from time to time. For example, you may have only one Free Account at a time and if you don’t use the account for a period of 90 days or more (for example, no synching or back up of files for 90 days), your Free Account may be automatically terminated. A Free Account holder may upgrade to a Paid Account by following the SoftPoint upgrade procedures.
Paid Accounts and Group Accounts may have a free trial period, if offered by SoftPoint, during which time the account can be used without charge (a “Free Trial”). SoftPoint reserves the right to limit the eligibility and storage capacity for Free Trials, and, for Group Accounts, the number of Group Members. For example, if you have previously used the Service on a trial basis or have previously paid for a SoftPoint account, then you are not be eligible for a Free Trial unless we determine otherwise. If you’re eligible for a Free Trial, you will be charged for your selected account at the end of the Free Trial unless you cancel the account prior to the end of the Free Trial. If you’re not eligible for a Free Trial, you will be charged for your account upon registration. IF YOU HAVE PROVIDED YOUR CREDIT CARD INFORMATION UPON INITIAL ACCOUNT SETUP, YOU ACKNOWLEDGE THAT YOU MUST CANCEL THE ACCOUNT, OR DOWNGRADE TO A FREE ACCOUNT FROM A PAID ACCOUNT, BEFORE THE END OF THE FREE TRIAL TO AVOID BEING CHARGED AFTER THE FREE TRIAL. IF YOU HAVE NOT PROVIDED ANY CREDIT CARD INFORMATION UPON INITIAL ACCOUNT SETUP, THEN YOU MUST PROVIDE IT AND PURCHASE THE PAID ACCOUNT PRIOR TO THE END OF THE FREE TRIAL OR YOUR ACCOUNT WILL BE TERMINATED AT THE END OF THE FREE TRIAL PERIOD.
Subscription Period and Subscription Fees
Subscription Period. The subscription period for Paid Accounts and Group Accounts can be month-to-month, yearly, or another duration described in the account features for your account (“Subscription Period”). For Free Accounts, the Subscription Period is for the duration of your Free Account.
Subscription Fees. Group Accounts and Paid Accounts are subject to fees based upon the account type you’ve selected (“Subscription Fees”). If you set up a Paid Account or Group Account but don’t cancel it by the end of the Free Trial (or for Paid Accounts, downgrade to a Free Account), SoftPoint will charge your credit card the current fee for the type of account you’ve chosen, plus applicable taxes. For renewals, SoftPoint will automatically charge your credit card the amount of the then-current fee for your type of account, plus applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that SoftPoint shall have no liability to you arising out of the acts or omissions of such third parties. BY CREATING A PAID ACCOUNT OR GROUP ACCOUNT YOU CONSENT TO ALLOW SoftPoint TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED, TERMINATED, OR DOWNGRADED TO A FREE ACCOUNT FROM A PAID ACCOUNT.
Renewals and Cancellations
Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account (or for a Paid Account, you downgrade to a Free Account) by the end of the then-current Subscription Period. Only the Admin can cancel a Group Account. You can cancel your account at any time by contacting customer service. Cancellation will be effective immediately. Please note that after you cancel your account, you will not be able to use or access the Service and you will not be entitled to a refund of any fees that you’ve paid. For Group Accounts, after the Admin cancels the Group Account, Group Members will not be able to use or access the Service.
Upgrades and Downgrades
Account Upgrades. You can upgrade your Paid Account or Free Account at any time. You can upgrade from a Free Account to a Paid Account or from one type of Paid Account to another. When you upgrade from a Paid Account to another type of individual Paid Account, we will apply the unused portion of your old Subscription Fee to the cost of your upgraded account type and if there’s any money left over, we’ll apply that to extend your initial Subscription Period based upon the daily charge for your upgraded account.
Downgrades. You can downgrade your Paid Account to a different Paid Account with a lower storage level or with a shorter Subscription Period, or you can downgrade from a Paid Account to a Free Account. However, any downgrade will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing account.
IT IS YOUR RESPONSIBILITY TO DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO MEET THE REQUIREMENTS OF YOUR NEW, DOWNGRADED ACCOUNT TYPE. IN ORDER TO DOWNGRADE YOUR ACCOUNT, YOU MUST DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO AN AMOUNT EQUAL TO OR LOWER THAN THE LIMITS OF THE NEW ACCOUNT TYPE, OR, IF YOU’RE DOWNGRADING TO A FREE ACCOUNT, THE LIMITS OF THE FREE ACCOUNT. DECREASING THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED MAY REQUIRE THAT YOU PERMANENTLY DELETE FILES IN “DELETED FILES” FOLDERS WHICH CAN BE DONE THROUGH THE SoftPoint FILE MANAGER. IF YOU DO NOT DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO MEET THE REQUIREMENTS OF THE DOWNGRADED ACCOUNT PRIOR TO THE END OF THE SUBSCRIPTION PERIOD FOR YOUR EXISTING ACCOUNT (OR PRIOR TO THE END OF THE FREE TRIAL, IF APPLICABLE), YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCOUNT WILL NOT BE CHANGED TO THE DOWNGRADED ACCOUNT TYPE AND YOU WILL BE CHARGED THE SUBSCRIPTION FEE FOR YOUR EXISTING ACCOUNT TYPE. For example, if you downgrade from a 60 gigabyte Paid Account to a 30 gigabyte Paid Account, you must limit the Files that you sync and/or store (and, if required, permanently delete files in your Deleted Files folder) to 30 gigabytes of data or less. If you don’t, we’ll keep charging you for the 60 gigabyte Paid Account.
SoftPoint accounts may have optional features which you may enable or disable through the SoftPoint web-based File management features. If you enable the email upload feature, you will be provided with a randomized email address to enable upload of Files to your SoftPoint account by sending email with attachments to that email address. You can disable the email upload feature or create a new randomized email address through the SoftPoint web-based File management features. While you can provide your email upload email address to third parties, or enable third parties to upload data and information to your account through the shared folders feature, all data and information uploaded to your SoftPoint account using the email upload feature or shared folders constitutes your Files and, as such, are subject to these Terms. SoftPoint reserves the right at any time to limit the total size of Files for each email and to disable, terminate or suspend the email upload and/or shared folders feature. For data and information you upload to another subscriber’s account using the email upload or shared folder features, you (i) hereby grant SoftPoint and to such other subscriber a license to use, copy, transmit, distribute, store and cache such data and information; and (ii) represent and warrant to SoftPoint that you have all necessary rights to grant such license and that SoftPoint’s exercise of such license will not violate applicable law or infringe or violate the rights of any party. SoftPoint may, but is not obligated to, conduct virus checks on such Files. SoftPoint may block certain file types from being uploaded, including but not limited to Files with “.exe” file extensions which will not be uploaded. YOU ARE SOLELY RESPONSIBLE FOR ENABLING OR DISABLING THE EMAIL UPLOAD FEATURE AND SHARE FEATURE, FOR THE FILES STORED IN YOUR ACCOUNT THROUGH THOSE FEATURES, FOR DATA AND INFORMATION YOU UPLOAD USING THOSE FEATRURES, AND FOR CHANGING YOUR EMAIL UPLOAD EMAIL ADDRESS. SoftPoint SHALL NOT HAVE ANY LIABILITY TO YOU ARISING FROM ANY FILES UPLOADED USING THE EMAIL UPLOAD OR SHARE FEATURES.
Special Terms for Group Accounts
If you’ve elected to set up or convert to a Group Account or if you have a Group Member Account (described below), then in addition to the other provisions of these Terms, this Section (“Special Terms for Group Accounts”) shall apply to your use of the Service.
Group Account Setup. Group Accounts are set up by a group administrator (the “Admin”) who registers as the Admin, selects the type of Group Account, and pays for the Group Account after expiration of a Group Account Free Trial, if any, as described below. The Admin identifies members of the group by providing email addresses for each group member (“Group Member”). As an Admin, you are required to pay the fees for the use of your Group Account by all Group Members. Each Group Member can then set up his/or her account within that Group Account (each a “Group Member Account”) through the account setup process for Group Members. Group Members may not participate in any SoftPoint contests or promotions except as expressly authorized in the terms and conditions associated with such contests or promotions. The Admin is also a Group Member.
Group Account Management. Using the Group Account web management console, the Admin maintains exclusive control over the management of the Group Account, such as adding or removing Group Members, enabling or disabling Group Member Accounts, identifying the email address associated with each Group Member Account, and designating storage capacity for each Group Member. The Admin controls Group Account management and may have access to Group Member Files, but each Group Member controls how his or her Files are stored and/or synched across the Group Member’s devices. As a Group Member, you acknowledge and agree that, since the Admin maintains management control over Group Member Accounts, SoftPoint is not responsible for, and will not have any liability to you for, any actions taken by the Admin with respect to your Group Member Account or Group Member Files. As an Admin, you acknowledge and agree that Group Members maintain control of how the Files are used with the Service and that SoftPoint is not responsible for, and will not have any liability to you for, any actions taken by a Group Member with respect to the Group Account or Group Member Files.
Group Account Upgrades. The Admin can upgrade the Group Account at any time. The Admin can add storage or Group Member Accounts to a Group Account, but (i) any new Group Member Accounts will have the same Subscription Period as the existing Group Account; (ii) you will be charged a pro-rata portion of the applicable Subscription Fee, based on the time remaining in your Subscription Period; and (iii) the Admin has to assign new Group Member Accounts to new Group Members and allocate any additional storage. In addition, if you have a Group Account on annual Subscription Period and you want to upgrade to a monthly Subscription Period, any such upgrade request will take effect after the end of the annual Subscription Period for your existing account type, at which time you will be charged for the new account type.
Conversions to Group Accounts. If you’re a Paid Account holder, you can convert your Paid Account to a Group Account. If you elect to convert a Paid Account to a Group Account, we will issue you a refund of a pro-rata portion of the Subscription Fee you’ve paid, and then charge you for the type of Group Account you’ve selected. If you convert a Paid Account to a Group Account, you cannot convert back to a Paid Account or Free Account.
Group Account Downgrades. You can downgrade your Group Account to a Group Account with a lower storage level, with fewer Group Members, and/or with a shorter Subscription Period. However, any downgrade will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing account type.
IT IS THE ADMIN’S RESPONSIBILITY TO INSURE THAT THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED BY GROUP MEMBERS IS DECREASED AND/OR THE NUMBER OF GROUP MEMBERS ARE DECREASED TO MEET THE REQUIREMENTS OF THE NEW, DOWNGRADED ACCOUNT TYPE, WHETHER BY GETTING GROUP MEMBERS TO REDUCE THE AMOUNT OF DATA SYNCHRONIZED/STORED, DISABLING GROUP MEMBER ACCOUNTS AND PERMANENTLY DELETING FILES, OR BY REMOVING GROUP MEMBERS, AS APPLICABLE. IF THE NECESSARY STEPS ARE NOT DONE PRIOR TO THE END OF THE SUBSCRIPTION PERIOD FOR THE EXISTING ACCOUNT (OR PRIOR TO THE END OF THE FREE TRIAL, IF APPLICABLE), YOU ACKNOWLEDGE AND AGREE THAT THE GROUP ACCOUNT WILL NOT BE CHANGED TO THE DOWNGRADED ACCOUNT TYPE AND THE ADMIN WILL BE CHARGED THE SUBSCRIPTION FEE FOR THE EXISTING ACCOUNT TYPE.
IF YOU ARE DOWNGRADING TO A LOWER NUMBER OF GROUP MEMBERS, THE ADMIN MUST REMOVE (NOT MERELY DISABLE) THE NUMBER OF GROUP MEMBERS NECESSARY TO MEET THE REQUIREMENTS OF THE DOWNGRADED GROUP ACCOUNT. IF THE ADMIN INSTITUTES AN UPGRADE FOR ADDITIONAL STORAGE OR FOR NEW GROUP MEMBER ACCOUNTS WHEN A CORRESPONDING DOWNGRADE IS PENDING, THE DOWNGRADE WILL BE AUTOMATICALLY CANCELED. FOR EXAMPLE, A STORAGE UPGRADE REQUEST CANCELS A PENDING STORAGE DOWNGRADE REQUEST.
DECREASING THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED MAY REQUIRE THAT INDIVIDUAL GROUP MEMBERS PERMANENTLY DELETE FILES IN “DELETED FILES” FOLDERS.
Termination of Group Member Accounts. If you are a Group Member, your Group Member Account can be terminated by the Admin at any time. If your Group Member Account is terminated, you cannot thereafter use the same email address of your Group Member Account to open another account.
Requirements to Use the Service
To use the Service, you’ll need to have a computer with Internet access and, to use mobile phone features, a mobile phone and wireless plan with necessary wireless data features. Your use of mobile phone features may result in increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you use to access Service. You must have all necessary rights to grant the licenses to SoftPoint set forth in these Terms and you represent and warrant to SoftPoint that you have such rights and that SoftPoint’s exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Service may include certain communications from SoftPoint, such as service announcements and administrative messages, and that these communications are considered part of your subscription and you will not be able to opt out of receiving them. SoftPoint may also send you promotional offers and news about SoftPoint, but you can opt out from receiving those communications at any time unless you have a Free Account.
Your account and any specific URL associated with your account are for your individual use only. You may not resell accounts or any account features. You agree that you will not use the Service to disseminate any advertising, promotional materials, or spam. You acknowledge and agree that SoftPoint reserves the right to establish limits on the number and size of messages transmitted through the Service and/or the size and number of Files that can be made available through a public link. You agree that you will not use the Software or Service to create, copy, store, transmit, share or distribute any Files, images, sounds, messages or other material which are obscene (as determined in SoftPoint’s sole discretion), harassing, racist, malicious, fraudulent or libelous, contain nudity, violate or infringe the rights of third parties, or expose SoftPoint to any actual or potential civil or criminal liability. SoftPoint reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms, including suspension or termination of your account.
SoftPoint uses reasonable efforts to make the Service available 7 days a week 24 hours a day. However, SoftPoint does not guarantee availability of the Service, shall not have any liability to you for any unavailability of the Service, and is under no obligation to provide you with maintenance, technical support or updates for the Software or Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by SoftPoint from time to time. We reserve the right to suspend access to your account if your use of the Service disrupts, impedes or otherwise negatively impacts the operation of our Service or use of our Service by other customers.
License to Use the Service and Software
License. Subject to these Terms, SoftPoint grants you a non-exclusive, non-transferable license when you set up a SoftPoint account, to: (i) download and install the Software on devices within your possession and control, subject to limitations for Free Accounts and other device limitations as required by SoftPoint from time to time; and (ii) use the Software to access and use the Service for your own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Software or Service, ownership of which is retained by SoftPoint and its suppliers, as applicable. Software updates are governed by these Terms. The Software is licensed, not sold, to you for use only under these Terms, and SoftPoint reserves all rights not expressly granted to you. Elements of the Software may not be used separate from the Software as a whole unless subject to a license granting separate use. Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing.
Compliance with Laws. You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use the Software and/or Service. You acknowledge and agree that the Software is controlled for export purposes and that your use of the Software may be subject to audit to ensure compliance with these Terms. You agree to (i) strictly comply with all United States export laws and regulations, including, but not limited to the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR), the Office of Foreign Asset Control (OFAC) regulations as administered by the Department of Treasury, and all treaties, Executive Orders, laws, statutes, amendments, or supplement thereto, including all applicable international, national, state, regional and local laws, and regulations (ii) not export, re-export or transfer, directly or indirectly, the Software to any prohibited country outlined in the EAR, or to any denied person, entity, or against any general denial order, as listed with the DOC as follows: Denied Persons List, Entities List, the Unverified List, and General Order No. 3 to Supplement No. 1 to Part 736 of the EAR, or on any OFAC list, currently the Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity or military end-use not authorized under the applicable provision of the EAR, and (iv) not to export or re-export into Cuba, Iran, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; (v) not to license, sell, provide or distribute the Software for any prohibited use or to any prohibited end user.
Governments. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth in these Terms. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
Term and Termination
For Free Accounts, storage space, bandwidth availability, and account features may be limited, modified or suspended, and the Free Account may be terminated, by SoftPoint at any time at its sole discretion without notice or liability to you. SoftPoint may terminate your Paid Account or your Group Account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; and (ii) without cause during the Subscription Period provided that SoftPoint returns a pro rata portion of the Subscription Fee to the party who has paid for the account.
Upon termination, the licenses granted to you by SoftPoint shall cease, you will not be able to access or retrieve any Files stored in your account, and you shall promptly destroy the Software or return the Software to SoftPoint. If you terminate your account, you agree that SoftPoint may keep your Files on its servers for reasonable time thereafter to enable you to easily renew if you so desire.
In the event of expiration or termination of your account, the representations made by you in these Terms and the Sections entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Rights of Co-Brand Partners,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “General” shall survive such expiration or termination.
Rights of Co-Brand Partners
Disclaimer of Warranties
THE SOFTWARE AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SoftPoint EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SoftPoint DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND SERVICE REMAINS WITH YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SoftPoint OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO FREE ACCOUNTS AND SoftPoint SUPPLIERS, FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE EVEN IF SoftPoint OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold SoftPoint and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from (i) an violation or breach of these Terms by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account and/or Files, or (iii) SoftPoint’s authorized use of data, Files or other content provided by you or obtained by SoftPoint as authorized by you under these Terms.
Following the requirements of 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. For more information on how to obtain such protections see GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). SoftPoint does not endorse any particular provider or service that enables parental controls. As required under California Civil Code Section 1789.3, SoftPoint provides you with the following specific consumer rights notice regarding: The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210. These Terms shall be governed by and interpreted in accordance with the laws of the State of California exclusively, as such laws apply to contracts between California residents performed entirely within California. You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms. The parties consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Santa Clara County, California, for all claims arising out of or relating to these Terms or the relationship between the parties. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of SoftPoint. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. SoftPoint shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between SoftPoint and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Oracle Corporation is an express third party beneficiary with respect to its software. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
SoftPoint LLC. © All Rights Reserved 2011 – 2014
Last updated December 15, 2013
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SoftPoint LLC. © All Rights Reserved 2011 – 2014
Last updated December 15, 2013