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END USER LICENSE, MAINTENANCE, AND SUPPORT AGREEMENT

This ShareMaster End User License, Maintenance, and Support Agreement (the “Agreement”) governs the use of, and subscription to, ShareMaster and/or the services (as defined hereunder) provided by DevPoint Pty Ltd (“DevPoint”). By accessing or using ShareMaster and/or the Services or by clicking the “I agree” button displayed when prompted to agree with this Agreement during the subscription process of ShareMaster, you agree to be bound by the terms and conditions of this Agreement, which include DevPoint’s Privacy Policy and the Data Processing Addendum, to the extent applicable, on behalf of yourself as a User and/or, as the case may be, on behalf of the organization you represent (“Customer”), unless you have a superseding written agreement with DevPoint.

DevPoint agrees to grant the Customer the right to use or try ShareMaster and the Services only if the Customer accepts all terms and conditions of this Agreement and pays, or has paid DevPoint, its resellers, or agents, all applicable fees.

1. Definitions and Interpretation

The following capitalized terms shall have the meaning ascribed to them below. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings ascribed therein.

  • “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with a Party.
  • “Confidential Information” has the meaning set forth in Section 7 of this Agreement.
  • “Customer Data” means any content, which may include personal information of Users, that the Customer or Users submit or transfer to DevPoint in connection with their use of ShareMaster and/or Services.
  • “Effective Date” means (i) for a User, the first date a User accessed the Website or ShareMaster; or (ii) for a Customer, the last date both Parties signed the Agreement or the date the Customer accepted the Agreement, as the case may be.
  • “Internal Use” means use of ShareMaster in the internal operations and on the Customer's or its Affiliates’ technological environment, including, without limitation, SharePoint or related environments.
  • “Order Form” means the applicable order form, invoice, executed quote, or other DevPoint-approved ordering document, describing the ShareMaster Subscription purchased by the Customer.
  • “Party” means either DevPoint or the Customer, and “Parties” means both.
  • “Personal Information” has the meaning set out in Privacy Laws whether defined as “personal information,” “personal data,” or similar terms.
  • “Privacy Policy” means DevPoint’s Privacy Policy available at [insert link here].
  • “Services” has the meaning set forth in Section 3 of this Agreement.
  • “User” means any individual, including an agent, contractor, or third-party service provider of the Customer, who accesses or uses ShareMaster, the Services, and/or the Beta Services.

2. Access to and Use of ShareMaster

2.1 ShareMaster License

During the Term, DevPoint grants to the Customer, its Affiliates, and their respective Users, the right to access and use ShareMaster and any related Services solely for Internal Use in accordance with this Agreement.

All responsibility for use of ShareMaster and the Services remains with the Customer, and DevPoint disclaims any liability for how ShareMaster or Services are used or any outcomes resulting from such use.

2.2 Unacceptable Use

The Customer shall not:

  • Use ShareMaster for any purpose other than Internal Use.
  • Provide ShareMaster serial codes, passwords, or product keys to any third party.
  • Use ShareMaster to build competitive products, attempt to reverse-engineer, or make unauthorized modifications.
  • Attempt to access or disrupt the integrity or performance of ShareMaster through unauthorized means.

In cases of suspected violation, DevPoint may suspend the Customer’s license without advanced notice.

2.3 Compliance with Laws

The Customer is responsible for ensuring that its use of ShareMaster complies with all applicable local, state, and international laws and regulations.

2.4 Customer Liability

The Customer shall remain fully responsible for any use of ShareMaster and assumes all risks associated with using the Services, including any data loss, corruption, or unauthorized access. DevPoint is not liable for any damages arising from the use or inability to use ShareMaster, including data loss, corruption, or security incidents.

3. Maintenance and Support Services

3.1 Services Provided

DevPoint may provide basic support for ShareMaster during normal business hours but assumes no responsibility for on-site support. Support will not include the provision of additional features, enhancements, or services beyond those defined in this Agreement.

3.2 Exclusions

Maintenance and support do not cover:

  • Customer Data.
  • Hardware, third-party software, or unauthorized modifications.

4. Beta Services

DevPoint may offer optional Beta Services for evaluation. These services are provided “as is,” without warranties, and may not be suitable for production use. DevPoint disclaims all liability regarding Beta Services, and the Customer assumes full responsibility for any use or evaluation of such services.

5. Fees, Refunds, and Renewal

5.1 Subscription Fees

Customer agrees to pay the applicable fees for ShareMaster as outlined in the Order Form.

5.2 Renewal and Refunds

All fees are non-refundable. Subscriptions renew automatically unless canceled at least 30 days before renewal.

5.3 Overdue Fees

DevPoint may suspend services due to overdue fees.

6. Data Protection

The Customer is solely responsible for the backup, security, and use of Customer Data in conjunction with ShareMaster. DevPoint will not be liable for any loss, unauthorized access, or corruption of Customer Data.

7. Confidentiality

7.1 Obligations

Both Parties agree to keep all non-public, proprietary information confidential. Confidential Information does not include information that is publicly available or independently developed by the receiving party.

8. Warranties and Disclaimers

8.1 General Disclaimer

SHAREMASTER IS PROVIDED “AS IS,” WITH ALL RISKS AND RESPONSIBILITIES FALLING ON THE CUSTOMER. DEVPOINT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 Customer Assumption of Risk

The Customer assumes all risks of using ShareMaster and is responsible for backing up all data prior to, during, and after using ShareMaster.

9. Limitation of Liability

DevPoint’s liability, in any case, shall not exceed the fees paid by the Customer in the 12 months preceding the last event giving rise to liability.

9.1 Exclusions

DEVPOINT SHALL NOT BE LIABLE FOR LOST PROFITS, DATA, OR INDIRECT DAMAGES ARISING FROM THE USE OF SHAREMASTER.

10. Indemnification

The Customer agrees to indemnify and hold DevPoint harmless against any third-party claims arising from misuse of ShareMaster.

11. Intellectual Property and Feedback

DevPoint retains all intellectual property rights in ShareMaster. The Customer grants DevPoint a perpetual, royalty-free right to use feedback for improvements.

12. Term and Termination

12.1 Term

The Agreement remains in effect until all subscriptions expire or the Agreement is terminated as per its terms.

12.2 Termination for Breach

DevPoint reserves the right to terminate the Agreement in case of material breaches, including unauthorized use of ShareMaster.

13. General Provisions

13.1 Governing Law

This Agreement is governed by the laws of New South Wales, Australia, without reference to conflict of laws principles.

13.2 Assignment

The Customer may not assign this Agreement without DevPoint’s consent.

13.3 Force Majeure

Neither Party is liable for delays caused by unforeseen events beyond their control.

13.4 Entire Agreement

This Agreement represents the full agreement between DevPoint and the Customer, superseding any other agreements or understandings.

By using ShareMaster, the Customer acknowledges that all risks and responsibilities are assumed by the Customer, and DevPoint holds no liability for any aspect of ShareMaster’s use or performance.

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