End User License Agreement

Effective Date: January 1, 2024

This End User License Agreement (“Agreement”) is a legal agreement between you (the “Customer” or “You”) and Sharp XRM Information Systems (“SharpXRM”, “We”, “Us”, or “Our”), governing your use of the SharpXRM Address Validation solution for Microsoft Dynamics 365, Dataverse, and Power Apps (the “Software”).

By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree, do not install or use the Software.

1. Grant of License

Subject to the terms of this Agreement and upon payment of the applicable subscription fees, SharpXRM grants you a non-exclusive, non-transferable, limited license to install and use the Software on the number of Microsoft Dataverse environments specified in your subscription plan.

A license is required for each Dataverse environment (Production or Sandbox).
The number of end users within each licensed environment is unlimited.
Additional sandbox environment licenses may be purchased separately at the applicable rate.

2. Subscription & Renewal

All subscriptions are annual, billed on a per-year basis.
Licenses must be renewed and paid for on a yearly basis to maintain access to the Software, support, updates, and enhancements.
SharpXRM reserves the right to adjust pricing upon renewal with 30 days’ prior notice.

3. Restrictions

You shall not:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
Modify, adapt, or create derivative works based on the Software.
Sublicense, sell, lease, rent, loan, or otherwise transfer the Software to any third party.
Use the Software in a manner that violates any applicable law or regulation.
Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
Use the Software to provide services to third parties (SaaS, service bureau, or similar).

4. Address Verification API Keys

The Software integrates with third-party address verification APIs (e.g., Google Maps, Azure Maps, Canada Post, Melissa). The license does not include API keys. Each Customer is responsible for obtaining, maintaining, and paying for their own API keys from their chosen provider(s). SharpXRM is not liable for any fees, charges, or issues arising from the use of third-party API services.

5. Support & Maintenance

Your subscription includes ongoing maintenance, which covers:

Technical support via email at support@sharpxrm.com
Software updates and enhancements
Bug fixes and patches

Support is available during regular business hours (Eastern Time, Monday–Friday). We target a response time of one (1) business day.

6. Intellectual Property

The Software and all copies thereof are proprietary to SharpXRM and title thereto remains in SharpXRM. All rights in the Software not specifically granted in this Agreement are reserved to SharpXRM. The Software is protected by Canadian and international copyright laws and treaties.

7. Data Privacy

The Software processes address data within the Customer’s own Microsoft Dataverse environment. SharpXRM does not store, collect, or have access to Customer’s address data. Address validation requests are sent directly from the Customer’s environment to the chosen third-party API provider. Please refer to our Privacy Policy for additional details.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHARPXRM DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of Liability

IN NO EVENT SHALL SHARPXRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE. SHARPXRM’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Termination

This Agreement is effective until terminated. SharpXRM may terminate this Agreement immediately if you fail to comply with any term herein. Upon termination, you must cease all use of the Software and destroy all copies in your possession.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Montreal, Quebec, Canada.

12. Contact

For questions regarding this Agreement, please contact us at: support@sharpxrm.com

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