Terms and Conditions
EFFECTIVE DATE: June 21, 2021
1. PURPOSE OF AGREEMENT
2. DESCRIPTION OF SERVICE(S)
Betasoft provides Customer with access to a Microsoft Azure-hosted Web Application (“Shareportals”) that enables a variety of business application interfaces with information stored in Customer’s Microsoft Office 365 SharePoint. In addition, Customer has access to a Microsoft Outlook Add-in (“SharePortals for Outlook”) to extend the functionality of SharePortals.
Customer is responsible for obtaining and maintaining Microsoft Office 365 licenses and configuring and managing their Microsoft Office 365 tenant and their users.
3. LIMITED LICENSE GRANT
Betasoft hereby grants to Customer a nonexclusive, non-assignable, non-sublicensable limited license, for Customer’s use only, for the term of this Agreement, to access and use Shareportals and any user’s guides, specifications, and other related documentation available online (the “Documentation”), subject to the terms and conditions of this Agreement. The licenses granted herein are conditioned upon timely payment in full, monthly or annually, for the Services in advance of Customer’s access to, continued use of or receipt of the Services.
4. MODIFICATION OF TERMS OF SERVICE
Betasoft may update, amend, modify, or supplement the Terms at any time (“Updated Terms”). Updated Terms will be posted on Betasoft’s website and Betasoft will use reasonable efforts to notify Customer of any Updated Terms. Customer will be provided the option to terminate Customer’s use of Shareportals if Betasoft updates the Terms in a manner that substantially affect Customer’s rights in connection with use of the Services. Customer’s continued use of Shareportals after posting of the Updated Terms on Betasoft’s website will be deemed to be Customer’s agreement to the updated Terms.
5. PROHIBITED ACTS & CUSTOMER RESPONSIBILITIES
Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of Shareportals, including those related to data privacy, international communications and the transmission of technical or personal data. Customer will not use Shareportals in a manner or in connection with activity that violates a third party’s rights or intellectual property. Betasoft reserves the right to remove any Customer from the Shareportals Service without a refund who violates these Terms of Service, in the sole discretion of Betasoft. If Customer resides in a country embargoed by the United States, Customer agrees Customer will not engage in commercial activities or operate or develop an application in connection with or using the Services.
Customer will not upload or use in connection with Services malicious code, malware, viruses, spyware, adware or bots. Customer will not use, associate or link the Services in connection with a website or content including any of the following: (i) racial, ethnic, gender, age, religious, political, or sexual orientation discrimination; (ii) investment or business opportunities or advice prohibited by law; (iii) obscenity, profanity, or pornography; (iv) defamatory, abusive or threatening language, images or content; (v) promotion of illegal substances or narcotics, gambling, or other criminal conduct; (vi) pirating software or media (vii) hacking, spoofing, phishing or phreaking. In addition, Customer may not access the Services for purposes of monitoring its performance or functionality, or for any other competitive purposes. Betasoft shall have no liability for Customer’s interactions with other Subscribers, or for any other Subscriber’s action or inaction.
6. PERSONAL INFORMATION AND PRIVACY
7. TRIALS, FEES, PAYMENTS, AND TAXES
Trials. Customer may register for a free trial of the Services and Betasoft will make the Services available on a trial basis at no cost until the earlier of: (i) the end of the trial period; or (ii) upon purchase of subscription a Shareportals app by Customer. Customer may use the Services offered for a free trial without any obligation to purchase a subscription. If Customer does not purchase a subscription by the end of the trial period, Customer’s Shareportals app will be disabled and will be marked for deletion from Betasoft servers. The data entered through the SharePortals app interfaces will remain in the Customer’s Office365 SharePoint setup.
Subscription Services. Betasoft reserves the right at any time to assess fees for access, to portions of or in its entirety, any or all of the SharePortals Subscription (“Subscription”) and to modify such fees. Customer may review Betasoft’s current pricing for Subscriptions at the following link https://shareportals.com/pricing/. Such fees shall not be charged unless Customer’s agreement to pay such fees is obtained. If Customer purchases a SharePortals subscription that is offered by Betasoft for a fee, Customer agrees to pay the applicable fees for the Subscription plus all related taxes, if applicable, and hereby authorises Betasoft to assess a monthly or annual recurring automatic payment transaction which will be assessed to the payment form provided by Customer at the time of Subscription registration. If Customer elects not to pay such fees, Betasoft shall have the right to cease providing the SharePortals service to Customer. Customer agrees and acknowledges that Betasoft stores Customer’s payment information.
NO REFUNDS. Betasoft employs a NO REFUNDS policy, regardless of use of the Services. ALL SALES ARE FINAL. Customer agrees and acknowledges that Customer’s obligation to pay fees continues through the end of the billing period, monthly or annual, during which Customer cancels Customer’s Premium Services.
Past Due. If Customer’s Subscription account is in past due status due to non-payment, Betasoft will notify Customer in writing of account’s past due status. If payment is not received by Betasoft within ten (10) calendar days, Customer’s access to Customer’s Subscription will be restricted. If Customer’s Betasoft Account remains in past due status for a period of thirty (30) calendar days, Customer’s access to the SharePortals app will be deleted from Betasoft servers.
Payment Disputes. All payment disputes must be submitted in writing to Betasoft at email@example.com, within thirty (30) days of the occurrence of such disputed charge. CUSTOMER WAIVES ALL CLAIMS ARISING IN CONNECTION TO PAYMENTS CHARGED TO CUSTOMER’S ACCOUNT IF CUSTOMER FAILS TO FILE A CLAIM WITH BETASOFT IN WRITING TO ACCOUNTS@BETASOFT.COM WITHIN THIRTY (30) DAYS OF THE OCCURRENCE OF SUCH DISPUTED CHARGE.
8. CANCELING AND TERMINATING BETASOFT SERVICES
Customer is solely responsible for making timely payments for invoices for their Subscription(s) with Betasoft. If Customer fails to arrange payment within 30 days of the date on the invoice Betasoft reserve the right to suspend Customer’s access to the SharePortals app.
9. RESTRICTION OF USE
In addition to all other terms and conditions of these Terms, Customer shall not:
i. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Subscription services in any way;
ii. copy, distribute, or disclose any part of the Subscription services in any medium;
iii. alter or modify the Subscription services in any way without the prior written consent of Betasoft;
iv. reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the SharePortals App (“App”) or the SharePortals for Outlook Add-in (“Outlook Add-in”), or interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the App or Outlook Add-in;
v. take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
vi. upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the App or Outlook Add-in;
vii. impersonate another person or otherwise misrepresent Customer’s affiliation with a person or entity, conducts fraud, hide or attempt to hide Customer’s identity, or misrepresent the source or content of information transmitted through the App or Outlook Add-in;
viii. use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Betasoft website or all or any portion of the App or Outlook Add-in;
ix. bypass the measures Betasoft may use to prevent or restrict access to the App or Outlook Add-in;
x. use any robot, spider, scraper, script, or other comparable automated technology to access the App for any purpose without Betasoft’s express written permission;
xi. gain unauthorized access to the App, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining;
xii. collect or harvest any personally identifiable information, including account names, from the App without first obtaining the express prior written permission of such party to use any such personally identifiable information;
xiii. use third party links to sites without agreeing to their website terms & conditions; and
xiv. post links to third party sites or use their logo, company name, etc. in connection with the App without first obtaining their express prior written permission. Customer shall: (i) notify Betasoft immediately of any unauthorized use of any password or Betasoft Account or any other known or suspected breach of security; (ii) report to Betasoft immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Customer or other Subscribers to violate these Terms or the intellectual property rights of third parties; and (iii) not impersonate another Subscriber or provide false identity information to gain access to or use the Services.
10. SPAMMING AND ILLEGAL ACTIVITIES
Customer agrees Customer is solely responsible for the contents of Customer’s transmissions through the Services. Customer agrees not to use the Services for illegal purposes or for the transmission of material that is unlawful, harassing, libellous, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, contains viruses, or infringes or may infringe the intellectual property or other proprietary rights of another person. Customer agrees not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, or other unsolicited mass distribution of email or other unauthorized or unsolicited activity. Betasoft reserves the right to terminate Customer’s access to the Services if Betasoft believes that Customer has used the Services for any illegal or unauthorized activity.
11. DATA OWNERSHIP
We respect Customer’s right to exclusive ownership of Customer’s published and stored content in their Microsoft Office 365 tenant, including but not limited to contact names, tasks, events, messages and posted to social networks, and related content created or stored by Customer and any type of data that identifies Customer or any specific customer or program.
Unless specifically permitted by Customer, Customer’s use of the Services does not grant Betasoft the license to use, reproduce, adapt, modify, publish or distribute the Confidential Information content created by Customer or stored in Customer’s Microsoft Office 365 tenant for Betasoft’s commercial, marketing or any similar purpose. Customer expressly grants Betasoft the right to use and analyse aggregate system activity data associated with use of the Services by Customer and other subscribers for the purposes of optimising, improving or enhancing the way the Services operate, and to create new features and functionality in connection with the Services in the sole discretion of Betasoft.
12. SUBSCRIBER-GENERATED CONTENT
Customer may transmit or publish content created by Customer using any of the Services or otherwise. However, Customer shall be solely responsible for such content and the consequences of its transmission or publication. ANY CONTENT THAT CUSTOMER MAY RECEIVE FROM OTHER SUBSCRIBERS OF THE SERVICES, IS PROVIDED TO CUSTOMER AS-IS FOR CUSTOMER’S INFORMATION AND PERSONAL USE ONLY AND CUSTOMER AGREES NOT TO USE, COPY, REPRODUCE, DISTRIBUTE, TRANSMIT, BROADCAST, DISPLAY, SELL, LICENSE OR OTHERWISE EXPLOIT SUCH CONTENT FOR ANY PURPOSE, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE PERSON WHO OWNS THE RIGHTS TO SUCH CONTENT. In the course of using any of the Services, if Customer comes across any content with copyright notice(s) or any copy protection feature(s), Customer agrees not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services Customer affirms that Customer has the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner described above, Customer expressly agrees that Betasoft shall have the right to immediately block access to or remove such content made available by Customer, if Betasoft receives complaints concerning any illegality or infringement of third-party rights in such content. By using the any of the Services and transmitting or publishing any content using the Services, Customer hereby expressly and irrevocably consents to determination of questions of illegality or infringement of third-party rights in such content by the agent designated by Betasoft for this purpose.
13. INTELLECTUAL PROPERTY RIGHTS
Betasoft, both the word and mark, and the logos are trademarks of Betasoft. Customer agrees not to display or use, in any manner, the Betasoft trademarks, without Betasoft’s express prior written consent. Customer acknowledges and agrees that Betasoft is and shall remain the exclusive owner of all right, title and interest in and to the Services, including without limitation all patent, copyright, trade secret, trademark and other intellectual property rights therein, including any optimizations, enhancements, modifications or additional features added from time to time by Betasoft, whether in connection with Customer’s use or feedback or otherwise. Except for the right to use the Services strictly in accordance with these Terms, as amended or modified from time to time, no license or conveyance of any such proprietary rights to Customer is granted or implied under these Terms.
14. THIRD PARTY INTERACTIONS
During Customer’s use of the Services, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties displaying their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between Customer and the applicable third-party and is governed by any terms, rules, regulations and policies of such third party. Betasoft and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. Betasoft and its licensors shall not be responsible for interruptions in service or performance from third parties, or any interruptions in the Services caused by such third-party services. Betasoft expressly does not endorse any sites on the Internet that are linked through the Services, and in no event shall Betasoft or its licensors be responsible for any content, products, or other materials on or available from such third-party sites. Betasoft provides the Services to Customer pursuant to the terms and conditions of these Terms. Customer recognises, however, that certain third-party providers of ancillary software, hardware or services may require Customer’s agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware or services.
15. CUSTOMER ACCESS
By agreeing to these Terms, Customer will be provided access to the Services on the terms and conditions outlined herein from time to time. If necessary, Betasoft reserves the right to deny Customer’s access to the Services from time to time in order to permit Betasoft to perform routine or emergency maintenance, bug fixes or upgrades, in which event, Customer authorises Betasoft to access Customer’s SharePortals account. Betasoft shall use commercially reasonable efforts to notify Customer of anticipated material disruptions in the Services and shall make commercially reasonable efforts to schedule such activities at non-peak user hours. Betasoft is not responsible for outages or service degradations where systems, programs, data, or processes that are controlled, supplied or operated by Customer are contributing factors to the outage or service degradation. In addition, as the Services are Internet-based, Customer acknowledges and agrees that Betasoft cannot control the flow of data between its servers, other portions of the Internet and Customer’s connections and computers. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can impair Customer’s connections to the Internet. Although Betasoft will use its commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, it cannot guarantee that they will not occur.
16. DISCLAIMER OF WARRANTIES
CUSTOMER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK AND LIABILITY. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. BETASOFT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BETASOFT MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIALS DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY CUSTOMER FROM BETASOFT, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY
CUSTOMER AGREES THAT BETASOFT SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES, EVEN IF BETASOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BETASOFT RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICES. IN NO EVENT SHALL BETASOFT’S LIABILITY TO CUSTOMER, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO BETASOFT FOR SUCH SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. CUSTOMER AGREES THAT THE FOREGOING IS AN AGREED ALLOCATION OF RISK AND IS A REFLECTION OF THE RIGHTS AND OBLIGATIONS AGREED UPON BY CUSTOMER AND BETASOFT IN THESE TERMS.
Customer agrees to indemnify and hold harmless Betasoft, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that Customer has used the Services in violation of another party’s rights, in violation of any law, in violation of any provisions of the Terms, or in connection with any other claim related to Customer’s use of the Services.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the United Kingdom. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and may not be appealed. The arbitration shall be conducted in Scotland and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Betasoft may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Assignability. Customer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, or its rights or obligations hereunder without Betasoft’s express prior written consent. Any attempt to assign or transfer this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the United Kingdom excluding that body of laws known as conflicts of law.
Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Notices. Any notices or other communications provided under this Agreement will be given: (i) via email; or (ii) by posting such notice on Betasoft’s website or to the Services. For notices given by email, the date of receipt will be deemed the date on which such notice is transmitted.
Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.