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Privacy

Pivacy Policy

This Privacy Policy applies to all of the products, services and the website www.softpointcloud.com offered by SoftPoint, LLC. (collectively, SoftPoint’s “services”). This Privacy Policy is designed to assist you in understanding how we collect and use personal information related to our services. We hope that this will help you to make informed decisions when using our services. In this Privacy Policy, references to “we,” “our” and “us” refer to SoftPoint, while “you” and “your” refer to the SoftPoint customer or user.

SoftPoint complies with the U.S. – E.U. Safe Harbor framework and the U.S. – Swiss Safe Harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. SoftPoint has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view SoftPoint’s certification, please visit http://www.export.gov/safeharbor/.

INFORMATION WE COLLECT

In order to provide our services, we collect the following types of information:

Registration Information
When you register with SoftPoint or for our Community Forum in order to create an account, we ask you to provide us with personal information including your name, email address, recipients email address, photo of yourself or a friend (optional), account password, account pin, mailing address and phone number; and depending upon the type of account you create, we may also ask you for billing information (such as credit card number) and the operating system of your computer or device used by you to use and access the services. When you enter sensitive information (such as credit card number) on our order forms, we encrypt that information using secure socket layer technology (SSL). When you register, we also subscribe you to our mailing list to receive marketing emails such as promotions or special deals and newsletters. You may opt-out/unsubscribe at any time by logging into your account and updating your notifications settings, by following the instructions included in each communication, or by sending us an email at support@softpointcloud.com.

In order to use the SoftPoint services you must be at least thirteen (13) years of age. As children under the age of 13 are not allowed to use the SoftPoint services, this Privacy Policy makes no provision for their use. In the event that a user identifies himself or herself as a child under the age of 13 within the SoftPoint website at www.softpointcloud.com (the “website”), SoftPoint will not collect, store or use any personal information of such user. Further, in the event that SoftPoint receives personal information that SoftPoint discovers was provided by a child under the age of 13, SoftPoint will promptly delete such personal information in a secure manner.

User Communication
We will send you a welcoming email to verify your e-mail address. We will also communicate with you in response to your inquiries, to inform you about our services, and to manage your account, and for service-related announcements when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of these communications. If you send us email or other communications, we may retain the content of your communications together with your email address and our responses.

You have the opportunity to receive an email notification when a recipient accesses a file you sent to them as well as the option to receive a daily summary email for shared folder activities. You may unsubscribe from receiving these types of notifications by logging into your account and making the selections under notifications.

You may ask that we send you emails when there are new forum posts added as well as new comments within a forum that you have already commented on. You may at any time opt-out from receiving these types of communications by logging into your forum account.

Files/Photos
If you choose to use our services, we may store your electronic files or photos on our servers. Files and photos are encrypted on the SoftPoint servers and are encrypted using Secure Socket Layer (SSL) encryption during transmission. If you utilize Web-based or mobile access to your files or photos, you must be sure to properly log off your Internet session to prevent access to your files or photos by someone using the same computer. Your files and photos may be stored for up to 90 days after you have deleted them from your account or after your account has been terminated. If you use the mobile app to upload photos to SoftPoint you must be logged into the SoftPoint app. The photos you choose to upload from your mobile phone are encrypted using Secure Socket Layer (SSL) encryption.

You are in control of who is able to view your photos. You have the ability to set your albums to private, public or share them with other users. You may change the visibility of your albums at any time by logging into your account.

We provide you the option to share photos on Facebook. If you elect to use that option you are providing us with your permission for access to your basic information, posting to your wall and your Facebook photos and videos. You may at any time revoke your permissions by logging into your Facebook account and removing the SoftPoint Facebook app.

You have the option to share links to SoftPoint on Facebook and Twitter. If you are already signed into either one of those services you will be prompted to post a link on your wall. If you are not signed in to either service you will be redirected to either site and prompted to login. SoftPoint has no access to your Facebook or Twitter account nor do we store your login information. Information that You Provide to Others

If you want to share files or photos that are stored on your account with others, you will need to provide email addresses or other contact information for such persons. We will use the information you provide only to enable such persons to view the shared files or photos and to use our services. We will not use this information for any other purpose. Please note that SoftPoint may prevent the sharing of certain types of files or photos, depending upon what services you are using.

If you wish to add contacts to your account we will collect their name, phone number, email address and a photo (if you wish to upload one for them). You may at any time remove this information from your account. If your contacts wish to be removed from our system for any reason they may send us a request to support@softpointcloud.com.

You may utilize an import contacts feature to help you keep in touch with your contacts. When using the import contacts feature, we’ll prompt you for your login information which we do not store or use for any other purpose. You can then access your contacts to share files, folders and public links and to invite people from your email address books to join SoftPoint. Emails sent through SoftPoint will identify you as the sender.

Website Use Information
Similar to other commercial websites, our website utilizes a standard technology called “cookies” and web server logs to collect information about how our website is used. A cookie is a very small text document, which often includes an anonymous unique identifier. When you visit a website, that site’s computer asks your computer for permission to store this file in a part of your hard drive specifically designated for cookies. Each website can send its own cookie to your browser if your browser’s preferences allow it, but (to protect your privacy) your browser only permits a website to access the cookies it has already sent to you, not the cookies sent to you by other sites. When you log onto and browse our website, our website server automatically receives and records information on our website server logs from your browser, which may include your IP address, cookie, page(s) viewed, the date and time of visits, time spent at our website, and websites visited just before and just after our website. We do not link the information we store in cookies to any personally identifiable information you submit while on our site.

Our website uses cookies to differentiate you from other users and to improve your user experience (for example, by enabling you to log in fewer times than would otherwise be required). In addition, cookies, in conjunction with our server’s log files, allow us to calculate the aggregate number of people visiting our website and which parts of the site are more popular. This helps us gather feedback in order to constantly improve our website and better serve our customers.

We use analytics within our mobile application for visibility purposes, to track how many times the application was opened and the pages viewed within the application. However, we do not use your personal information for analytics and we do not ask you for, access, or track any location based information from your mobile device.

The use of cookies by third parties is not covered by our privacy policy. We do not have access or control over these cookies. Some third parties use session ID cookies to make it easier for you to navigate our site.

Our third party tracking utility company employs a software technology called clear gifs (a.k.a. Web Beacons/Web Bugs), that help us better manage content on our site by informing us what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages and are about the size of the period at the end of this sentence. We do not tie the information gathered by clear gifs to our customers’ personally identifiable information.


HOW WE USE THE INFORMATION

We use information which we collect for purposes of providing the services, auditing, research and analysis in order to maintain, protect and improve our services, ensuring the functioning of our servers, providing customer service, contacting you as described in this Privacy Policy, and to enable features of the services, such as to allow you to share photos and files with friends, and developing new products and services for our customers and prospective customers. We may also use the information we collect to notify you about important changes to our services, respond to your support requests, and send you newsletters and special offers which we think you may find valuable. You may notify us at any time if you do not wish to receive these offers by sending an email to support@softpointcloud.com, by logging into your account and updating your notifications settings, or by following the instructions included in each communication. Please keep in mind that by using our services, we may need to send you information regarding your account, such as service announcements, so by your use of our services, you authorize us to send you such information and you may not opt out of receiving those messages.

Public Forums
Our Web site offers publicly accessible blogs, private messages or community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, contact us at support@softpointcloud.com. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

The SoftPoint Community forum is hosted on our third party service provider’s platform. All information collected within this area of the site is governed by our Privacy Policy. Our third party service provider is not allowed to use your personal information for any other purpose other than to provide this platform for the use of our clients.

You are in control of who is able to see your profile within the community forum.

Sharing Information with Third Parties
We do not share your files stored on our servers with any third parties unless instructed by you and allowed by SoftPoint. We will not disclose your files to anyone unless you instruct us to do so or a court orders us to do so. Your files are not considered “personal information.”

SoftPoint does not sell or rent your personal information to third parties except that your personal information may be disclosed to third parties in the following circumstances:

→ When you have signed up for our services, we may disclose your personal information to our affiliates and subsidiaries to provide the services to you. → We may use third parties to perform services related to our operations such as a payment processor, chat personnel, community platform hosting provider, and an email service provider. In connection with these business operations, third parties may have access to your personal information. These third parties will be subject to an agreement to treat your information in accordance with this Privacy Policy. → If we become involved in a merger, acquisition or any form of sale of some or all of our assets, we will provide notice by email before personal information is transferred and becomes subject to a different privacy policy. → We may disclose your personal information if required to do so by law or subpoena or if we believe that such action is necessary to: (a) conform to the law or comply with legal process; (b) protect and defend our rights and property, our services and/or users of our services; (c) enforce the terms of use with respect to our services (including investigation of potential violations thereof); (d) detect, prevent or otherwise address fraud, security or technical issues; or (e) protect the safety of users of the services, us or third parties. → We may share with third parties certain pieces of aggregated, non-personal information, such as the average number of photographs being stored by users. Such information does not identify you individually.


SECURITY: UPDATING YOUR INFORMATION

We take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. Within SoftPoint, we restrict access to personal information to SoftPoint employees, contractors and agents who need to know that information in order to operate, develop or improve our services. These persons are bound by confidentiality obligations.

Email Transmissions
Email is not recognized as a secure medium of communication. For this reason, we request that you do not send private or sensitive information to us by email. Some of the personal information you may enter on our website (e.g., login, reset password, credit card number etc.) will be transmitted securely via Secure Sockets Layer (SSL) server, which encrypts such information.

Links to External Sites
We are not responsible for the practices employed by websites linked to or from our website nor the information or content contained therein. Often links to other websites are provided solely as pointers to information on topics that may be useful to the users of our website.

Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including websites which have a link on our website, is subject to that website’s own rules and policies. Please read over those rules and policies before proceeding.

How to Access and Correct Your Information
You may access, delete inaccuracies, and correct your information at any time by logging into your account and changing the necessary information. If you need assistance in doing so, you may email us at support@softpointcloud.com. If you cancel your SoftPoint account, your identification, billing and contact information may remain in our records for some period of time. We will respond to your request to access within 30 days.

We will retain your or your contacts information for as long as your account is active or as needed to provide you services unless you elect to remove that information. If you wish to cancel your account, contact us at support@softpointcloud.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.


YOUR CONSENT

By using our services you consent to our collection and use of your personal information as described in this Privacy Policy. If we decide to change our privacy practices, we will post those changes to this privacy statement, the home page, and other places we deem appropriate so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.

We reserve the right to modify this privacy statement at any time, subject to rights you may have as a subscriber to our services. If we change how we use your or your contacts personally identifiable information, we will notify you here, by email, or by means of a notice on our home page.

SoftPoint LLC. © All Rights Reserved 2011 – 2013

Last updated December 15, 2013

EULA

End-User License Agreement

THIS AGREEMENT ("Agreement") is entered into on,(the "Effective Date") between SoftPoint LLC. ("Licensor"), with its principal place of business located at 8924 E Pinnacle Peak, Suite G5-586, Scottsdale, Arizona, 85255 and "Licensee".

Grant of License
Subject to the terms and conditions herein, Licensor hereby grants Licensee a nonexclusive license to access and execute the SoftPoint Software Suite (the "Software Services") on Licensor's servers over the Internet.



Use and Access
a.Authorized Use. Subject to the terms as set forth herein, Licensee will have access rights to the Software Services residing on Licensor's servers by use of the Internet for the purpose of using the Software Services for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software Services provided by Licensor. Such use and access will be continuous on a 24/7 basis except for interruptions by reason of maintenance or downtime beyond Licensor's reasonable control.

b.Scope. Licensee will use the Software Services only for its internal business operations and will not permit the Software Services to be used by or for the benefit of anyone other than Licensee. Licensee will not have the right to re-license or sell rights to access and/or use the Licensed Software Services or to transfer or assign rights to access or use the Software Services, except as expressly provided herein. Licensee may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software Services. Licensee agrees to use the Software Services in a manner that complies with all applicable laws including intellectual property and copyright laws. Licensor expressly reserves all rights not expressly granted to Licensee herein.

c.Restrictions: Licensee will not: (i) transmit or share identification or password codes to persons other than authorized users (ii) permit the identification or password codes to be stored and accessed by individuals who are not authorized users, or (iii) permit access to the Software Services through a single identification or password code being made available to multiple users on a network.

d.Confidentiality. Each party (the Receiving Party) agrees that it will hold in strict confidence any Confidential Material received from the other party (the “Disclosing Party”), and specifically agrees as follows:

(i) that it will maintain the confidentiality of the Confidential Material and will direct its employees to maintain such confidentiality, including taking such steps with regard to the Confidential Material as the Receiving Party takes to protect its own confidential material, and in any event with no less than a reasonable degree of care; and

(ii)that it will not publish (including in brochures, advertisements or other promotional material), disclose or make available to any third party, whether apparent or not, any of the Confidential Material; and

(iii)that it will use the Confidential Material only as authorized by the Disclosing Party; and

(iv)that it will not use Confidential Materials to initiate, or in any manner in connection with, any activity potentially affecting the rights or interests of the Disclosing Party.

As used herein, “Confidential Material” includes all material and information, whether represented in tangible or intangible form, disclosed to, described to or observed by, the Receiving Party, which is held as confidential and has not been publicly disclosed by the Disclosing Party. Confidential Material shall include, but not be limited to: (i) all information designated by Disclosing Party as confidential, and (ii) all information, conclusions, drafts and associated materials resulting from the work of Disclosing Party for Receiving Party. Confidential Material does not include any portion of information or material that was available to the public prior to disclosure by the Disclosing Party, other than by breach of this Agreement by Receiving Party; or Receiving Party lawfully received from a third party that received the document from the Disclosing Party without any obligation of confidentiality; or is independently developed by Receiving Party without any use of the Confidential Material; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other government body.

Limited Warranty; Disclaimer
a. Licensor warrants that the Software Services will meet or exceed the specifications contained in the Documentation if installed by Licensor and used on approved hardware, Internet services and in the operating environment specified by Licensor. Licensor does not warrant that the Software Services will be error free. Licensee's sole remedy for any breach of warranty is to discontinue use of the Software Services and return all Documentation for a refund of up to the most recent three months of fees paid by Licensee to Licensor, less applied labor and training and reimbursable out-of-pocket costs.

b. THE SOFTWARE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE LICENSED PRODUCT OR AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF LICENSOR HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.

c. Licensor shall not be liable for any loss or damage caused by delay in furnishing the Software Services or any other performance under this Agreement.

d. Licensor shall not be liable for any loss of data, interruption or loss of business caused by or resulting from the use of the Software Services.

e. Licensor shall not be liable for any actual or alleged security breaches into Licensee’s computer systems or networks, or from any resulting damages or regulatory or industry actions taken against Licensee or allegations that Licensee does not meet industry security standards.

f. Except as expressly provided elsewhere in this Agreement, Licensor’s liability for any and all liability, cost, expense, claim, or loss (“Claims”) resulting from a breach of this Agreement or Claims based in tort (including, but not limited to, negligence and strict liability) shall not exceed the total fees paid by Customer for the services and the license fees for the Software Services.
Limited Warranty; Disclaimer
Intellectual Property Infringement. Licensor, at its expense, will indemnify, defend and hold harmless Licensee against Claims brought against or incurred by Licensee arising out of, or relating to any allegation by a third party that the Software Services or Documentation infringes such third party’s United States patent, trade secret, trademark, copyright, or other intellectual property right, provided that:

a. Licensee promptly notifies Licensor of any such Claim of infringement, provided that failure to notify Licensor promptly does not release Licensor unless such delay materially prejudices Licensor’s rights; and

b. Licensor shall have sole control of the defense and settlement of any such Claim; and

c. Licensee will provide Licensor, at Licensor’s expense, with such assistance in such defense as Licensor may reasonably request, provided, however, that Licensee shall not be entitled to charge Licensor for its time to provide such assistance; and

d. Licensee shall not incur any cost or expense for Licensor’s account without Licensor’s prior written consent; provided however, that once Licensee notifies Licensor in writing of any Claim of infringement, if Licensor fails to undertake or maintain such defense promptly and in good faith, then Licensee, after giving Licensor written notice of its intent to do so, can take all reasonable actions to defend, contest, settle or compromise the Claim and shall be entitled to reimbursement from Licensor for such actions without prejudice to the rights of Licensee to indemnification hereunder.

Should Licensee become the subject of any Claim of infringement of a patent, trade secret, trademark, copyright, know-how, or other intellectual property right or if Licensee’s use of the Software Services or Documentation is enjoined or threatened to be enjoined based on such a Claim, Licensor shall, at its sole option and expense, do one of the following: (i) procure for Licensee the right to use the Software Services or Documentation or the affected part thereof; (ii) replace the Software Services or Documentation or affected part with other suitable non-infringing Software Services or Documentation or modify the Software Services or Documentation or affected part to make it non-infringing, provided that the same function is performed by the replacement or modified Software Services or Documentation as the Software Services or Documentation provided hereunder, or (iii) if options (i) and (ii) above are commercially impracticable, Licensor may terminate the right to use such Software Services or Documentation and refund to Licensee the Software Services license fees and training fees paid hereunder as well as a pro-rata portion of any prepaid support fees.

Term and Termination
The term of this Agreement will begin on the EFFECTIVE DATE and will end three (3) years following such EFFECTIVE DATE, unless terminated earlier in accordance with the provisions hereof.

Either party may terminate this Agreement, by the delivery (i.e., actual receipt) of written notice thirty (30) days in advance of termination. Licensor may also terminate this Agreement if Licensee does not comply with any material terms or conditions of this Agreement, including without limitation, failure to pay any fees on a timely basis as specified herein, and Licensee fails to cure such non-compliance after receiving written notice from Licensor specifying the non-compliance. Licensor reserves the right to deny Licensee access to the Software Services upon the termination of this Agreement (including without limitation if any fees remain unpaid beyond 90 days after their due date). Upon any termination, Licensee agrees to return all Documentation to Licensor at Licensee’s cost. In the event Licensee transfers or sells its business to a third party, Licensee will notify Licensor of the identity of the pending purchaser.

Fees and Payment Schedule
Exhibit A lists the products and services that Licensee has elected to purchase from Licensor, and the prices for each. Licensor will require written approval by Licensee prior to providing any supplemental products or services that exceed the items listed in Exhibit A. Prices quoted in Exhibit A do not include shipping or taxes and may not be the prices for additional products or services purchased in the future.

A deposit is due and payable upon ordering the Software Services, to be credited to amounts due pursuant to this Agreement. The amount of the deposit is listed in Exhibit A.

Training fees, including all trainer travel expenses, are due and payable upon completion of the training. Software Services license fees and installation fees are due and payable when the Software Services is installed by Licensor. All invoices not paid net 30 days will be subject to a monthly 1.5% late fee. All payments should be made payable to SoftPoint, LLC. and mailed to Licensor’s corporate address at: 8924 E Pinnacle Peak Rd. Suite G5-586, Scottsdale, AZ 85255, or such other address as Licensor notifies Licensee from time to time.

Monthly support fees are due and payable on the first day of each calendar month beginning as set forth on Exhibit A. In the event the Licensee's support fee starting date is not the first day of the month, support fees for that first month will be pro-rated. Support fees are mandatory. Support fees cover updates, revisions and hosting services to the Software Services and do not include training or installation.

Licensor may increase the support fee set forth in Exhibit A upon sixty (60) days written notice to Licensee. The increased support fee shall become effective on the date specified in the notice of the increase unless Licensee terminates this Agreement by thirty (30) days’ notice to Licensor and removes or destroys the Software Services and returns to Licensor all Documentation on or before the date on which the increased fee would otherwise go into effect. All invoices not paid net on the 1st by 11:00PM Eastern will be subject to a monthly $50.00 late fee. Should License not rectify balance by the 7th day of each much a $75.00 fee per support incident will be charged at the time of support till balance is settled.

Training and Installation
Licensor and Licensee will schedule dates for Software Services installation and training that are agreeable to both parties. Licensee may unilaterally elect to postpone either scheduled date, without penalty, as long as written notice of the postponement is given to Licensor at least thirty (30) days prior to a scheduled date. If Licensee unilaterally postpones a scheduled date with thirty (30) days or less notice to Licensor, then a rescheduling fee equal to one-third of the labor charges will be charged to Licensee.

Travel Expense Reimbursement
If Licensor employee(s) travel to the Site for the purpose of Software Services training or installation then all out-of-pocket travel expenses for employee(s) will be billed to Licensee at cost plus a handling fee of 15.0%. Only an agent of the Licensor will book air travel tickets. During installation and training, Licensor requires that its employee(s) be lodged at Licensee property at no additional cost, if applicable. Licensor shall make hotel arrangements for Installers/Trainers and cost will be absorbed by Licensee. Each Licensor employee must have his or her own room. Travel expenses include, but are not limited to, the following: airline tickets, hotel accommodations, car rental, taxi, airport shuttle, and travel day meals. A daily per diem for each traveling Licensor employee will be charged; per diem is based on the mandated rate by the USA Federal Government.

Approved Hardware and Administrator
Licensor only authorizes use of the Software Services on those computer systems that meet Licensor’s hardware, network, and system specifications and that have sufficient quality and performance to run the Software Services in a stable and efficient manner. Additionally, Licensor requires that Licensee use a competent network administrator .

Licensor is not responsible for any charges incurred by the Licensee's hardware vendor for any upgrades required to existing Licensee's equipment in order to meet Licensor’s standards.

Credit Card Processing
If Licensee requires an integrated credit card processing service, then the Licensor shall require that the Licensee utilize software provided by a third party payment gateway provider that has been certified by the Licensor to process payment transactions involving the Software Services.

In no event will Licensor be responsible for any consequences or alleged consequences stemming from the Licensee’s credit card processing. Licensor will also not be responsible for the Licensee’s failure to adhere to State, Federal or banking regulations relating to the processing and storing of credit information..

Copyright of Other Marks
Licensee agrees not to remove, deface, or destroy any copyright, patent notice, trademark, service marks, other proprietary markings, or confidential legends placed on or within the Software Services or the Documentation.

Payment of Taxes
Licensee agrees to pay all taxes that may be assessed upon the Software Services or its use, including personal property taxes, sales tax and excise taxes.

Attorney Fees
If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees in addition to any relief to which that party may be entitled.

Attorney Fees
This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Arizona, but without reference to Arizona’s rules regarding conflicts of laws. Licensee expressly agrees to submit to the venue and jurisdiction of the Federal and State courts located in Maricopa County, Arizona.

Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Licensor and Licensee agree that signed facsimile copies of this Agreement are legally binding.

Assignment
Licensee may not assign or delegate any or all of its rights, obligations and duties under this Agreement without the prior written consent of Licensor, which may be withheld in Licensor’s sole discretion. As noted in Section 5, above, Licensee will notify Licensor 60 days before any assignment or delegation of this Agreement.

Terms

Services Terms of Use

SoftPoint, LLC. (“SoftPoint,” “we,” or “us”) provides the SoftPoint digital content synchronization service that allows you (“you”) to synchronize your digital content (“Files”) across your PCs and devices and to store and access them through the Internet (“Service”). These SoftPoint Service Terms of Use (“Terms”) set forth the terms and conditions of your use of the Service. By setting up a SoftPoint account, by using the Service, or by using or downloading the SoftPoint software (“Software”), you agree to these Terms. Account Setup

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.

When you select an account, we prompt you for registration information, such as your name, email address, account password, and mailing address. For Paid Accounts and Group Accounts we or our billing processors collect your billing information either upon initial registration, when you upgrade to a Paid Account, or prior to the end of any available Free Trial (described below), depending upon the type of accounts made available to you. All of this registration information is protected by our Privacy Policy, the most current terms of which are incorporated by reference.

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.

Your Files are not accessible by third parties unless you elect to make them available to others through the Service. We respect the privacy and confidentiality of your Files, so we agree never to disclose your Files to anyone unless you instruct us to do so or a court orders us to disclose them, as provided in our Privacy Policy.

Free Accounts
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.

Free Trials
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.

Special Features
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.

Usage Restrictions
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.

Service Limitations
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
Your rights to use the Service and Software are effective through the end of applicable Subscription Period unless earlier terminated. These Terms will terminate immediately without notice to you upon the earlier of (i) notice of your election to cancel your account, (ii) the posting of a new version of these Terms on the SoftPoint website with notice to you (which you acknowledge that SoftPoint may provide by any means, including without limitation, by posting on the SoftPoint Site), in which case the new Terms shall apply to you; provided, however, that except for updates to the SoftPoint Privacy Policy that do not decrease privacy protections afforded to you or for the addition of account features, no such change shall be effective until the renewal of your Subscription Period and provided further that SoftPoint shall give you advance notice of any price increases and you will be charged, and agree that SoftPoint may charge your credit card, for such increases unless you cancel your account or downgrade to a Free Account prior to the end of your then-current account Subscription Period, or (iii) your breach or failure to comply with any term or condition of these Terms. Further, SoftPoint reserves the right to terminate these Terms and your account without prior notice and without liability to you upon requests by government and/or law enforcement agencies.

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

If you have created an account through a co-branded version of the Service, you hereby authorize SoftPoint to provide your email address to the applicable SoftPoint co-brand partner. You acknowledge and agree that SoftPoint has no control of, and shall have no liability to you for, the use of your email address by the co-brand partner. It is your obligation to review and separate privacy policy or additional terms that may apply to a co-branded version of the Service.

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.

Indemnification
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.

General
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




Website Terms of Use

These Website Terms of Use (the “Visitor Terms”) apply to your use of the SoftPoint and SoftPoint websites (collectively, the “Site”). SoftPoint reserves the right to change the Visitor Terms and to modify and/or limit access to the Site at any time without notice to you. By using or accessing the Site, you agree to be bound by the most recent Visitor Terms.

Site Content
All content that is made available to view and/or download in connection with the Site is the copyrighted work of and is owned by SoftPoint and/or its licensors or subscribers, as applicable, and is protected by copyright and other laws and international treaty provisions. You may not copy, modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any such content without the express written permission of SoftPoint and the copyright owner. You may not frame or otherwise include the Site within any other website or software.

Linked Sites
The SoftPoint Site may contain links to third party web sites (“Linked Sites”). These Linked Sites are not under the control of SoftPoint and SoftPoint is not responsible for the availability, contents, or performance of any Linked Sites. SoftPoint is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SoftPoint of the Linked Site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. You should direct any concerns regarding these third-party sites to those sites’ administrators.

Trademarks
“SoftPoint,” the SoftPoint logo, “SoftPoint” and the “SoftPoint” logo are trademarks of SoftPoint and are protected by law. All other names of companies and products mentioned may be trademarks of their respective owners. You may not copy, display or use any of these marks without prior written permission of the mark owner.

Additional Terms
The provisions from the SoftPoint Terms of Use entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Rights of Co-Brand Partners,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “General” are incorporated into these Visitor Terms by reference, provided that (i) reference to “Software” or “Service” therein shall mean the Site; (ii) reference to “Terms” therein shall mean these Visitor Terms; and (iii) in the event of any conflict between these Visitor Terms and such sections, these Visitor Terms shall control.

SoftPoint LLC. © All Rights Reserved 2011 – 2014
Last updated December 15, 2013

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