SharpFX

Terms & Conditions


This agreement governs your acquisition and use of our SharpFX Web Application ("Web Application") directly from Meta Capital Limited a Company incorporated under the Companies Act with a company registration number of CPR/2015/176779, having its principal place of business at Reliance Centre, 3rd floor, Woodvale Grove, Westlands, Nairobi (hereinafter referred to as the “Licensor”or indirectly through a Meta Capital Limited authorized reseller or distributor (a "Reseller"). Please read this agreement carefully before completing the signup process and using the SharpFX Web Application. It provides a license to use the SharpFX Web Application and contains warranty information and liability disclaimers. If you register for a free trial of the SharpFX Web Application, this agreement will also govern that trial. By accepting or installing and/or using the SharpFX Web Application, you are confirming your acceptance of the Web Application and agreeing to become bound by the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this agreement. If you do not have such authority or if you do not agree with the terms of this agreement, do not access or use the Web Application and you must not accept this agreement. This agreement shall apply only to the Web Application supplied by Meta Capital Limited herewith regardless of whether other Web Application is referred to or described herein. The terms also apply to any Meta Capital Limited updates, supplements, internet-based services, and support services for the Web Application, unless other terms accompany those items on delivery. If so, those terms apply.

License Grant

Meta Capital Limited hereby grants you a personal, non-transferable, non-exclusive licence to use the SharpFX Web Application online on your computer devices in accordance with the terms of this agreement. You are permitted to load or access online the SharpFX Web Application (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the SharpFX Web Application. You acknowledge and agree that the Web Application is licensed, not sold. You agree not to use the Web Application in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by the Licensor in writing, you agree that;

You are not permitted to:

  1. Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Web Application nor permit the whole or any part of the Web Application to be combined with or become incorporated in any other Web Application, nor decompile, disassemble or reverse engineer the Web Application or attempt to do any such things
  2. Reproduce, copy, distribute, resell or otherwise use the Web Application for any commercial purpose
  3. Allow any third party to use the Web Application on behalf of or for the benefit of any third party
  4. Use the Web Application in any way which breaches any applicable local, national or international law
  5. Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Web Application
  6. Upload or introduce any virus or malware to the Hosted Web Application.
  7. Use the Web Application for any purpose that Meta Capital Limited considers is a breach of this agreement

You are responsible for keeping your account login credentials (user name and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your End User Data.

Intellectual Property and Ownership

Meta Capital Limited shall at all times retain ownership of the Web Application as originally installed by you and all subsequent update installations of the Web Application by you. The Web Application (and the copyright, and other intellectual property rights of whatever nature in the Web Application, including any modifications made thereto) are and shall remain the property of Meta Capital Limited. Meta Capital Limited reserves the right to grant licences to use the Web Application to third parties.

Monthly Subscription Fees

Use of the Web Application under this Agreement and the License is permitted only upon payment of a monthly subscription fee. A monthly payment of KES. 4,000 per user herein referred to as (the “Monthly Subscription Fee”) will be charged on the first day of each month as the requirement to continue using the Web Application on a monthly basis. A discount shall be given for quarterly and annual subscriptions whereby quarterly subscriptions will be billed at KES. 3,000 while annual subscriptions will be billed at KES. 2,000. The Monthly Subscription Fee is applicable to only users that are currently registered in the system, and that have been agreed upon by both Licensee and the Licensor, and if the Licensee wishes to add more users to the Web Application, an additional monthly fee of KES. 4,000 will apply for every other user that will be added onto the system. The total will constitute the new Monthly Subscription Fee for which any other calculations will be based upon. If you make any unauthorized copies of the License or the Web Application, or permit unauthorized devices and/or uses to utilize an authorized License or the Web Application, you shall be liable not only for the Monthly Subscription Fee associated with any such unauthorized uses, but also for any damages in addition to such Monthly Subscription Fees that are suffered by Licensor, or its authorized dealers and/or licensors, as a result thereof.

Trial Versions and Beta Features

If you registered for a trial use of the Web Application for a period of 14 days (“Trial Period”), you must decide to purchase a Web Application license within the Trial Period in order to retain any data that you have entered into the Web Application, created within the Web Application data file, posted or uploaded during the Trial Period. If you do not purchase a Web Application license by the end of the Trial Period, your data will no longer be available to you, you will not be able to access or retrieve any of the data you added or created with the Web Application during the trial.

Changes to this Agreement or Web Application

The present terms of this agreement can be submitted to adaptations/modification from time to time. In case of modification, the Licensor will send an email to the Licensee, announcing a new version of the Agreement is available on its website and/or to which the new Agreement will be attached. Without opposition from the Licensee, sent by email within thirty days after the day on which the Licensor's email has been received, the Agreement will be deemed to have entered into force on the day Licensor sent them. In case the Licensee, respecting the form and timelines described above, opposes the modifications, the Licensor, at its sole discretion, can decide to either cancel the Agreement, giving a thirty days’ notice till the end of the month, or accept that the Agreement, concluded with the Licensee, continues to be governed by the old Agreement. In this case, to avoid any possible misunderstanding, the Licensor will confirm to the Licensee which version of the Agreement applies and send him/her a copy per email.

Notice

Any notice or other communication required by this Agreement may be in writing or delivered electronically via email to Licensor or Licensee as applicable. Notices delivered will be effective –as per the terms on the notice–on the date of such delivery. Any such notice sent to the Licensor shall be sent in writing via email it@metacapital.co.ke or certified mail or overnight delivery service with signature required to Meta Capital Ltd, 3rd Floor Reliance Centre, Suite 304, Woodvale Grove Westlands, Nairobi Kenya. Any notice sent to the Licensee shall be sent in writing via email to the registered email.

Guarantee

Meta Capital Limited guarantees that it will put in place all reasonable measures to ensure the Web Application will function without fault, interruption and that all problems encountered by the Licensee will be resolved. The use of the Web Application depends exclusively on the Licensee. The only obligation Meta Capital Limited has is to make the Web Application available for use. Meta Capital Limited will do its best in the framework of its obligation with respect to the Licensee, to assure the availability of the Web Application. However, because of IT risks, Meta Capital Limited cannot guarantee, notwithstanding a correct usage by the Licensee, that there will not be any failure or defect. Upon detection of such failure or defect, Meta Capital Limited will do all that is possible within its obligation to restore the accessibility and functionality of the Web Application to its users. Notwithstanding the foregoing, the total liability of Meta Capital Limited, its authorized dealers, affiliates, suppliers, licensors and/or partners, for any damages that you might incur, including without limitation to the situations referenced above, shall be limited to the Monthly Subscription Fee paid by the Licensee applicable to the License, pursuant to which you claim and damages hereunder.

Indemnification

You will indemnify and hold harmless Licensor and each of its authorized dealers, affiliates, licensors, suppliers, partners, agents and assigns (and their respective employees, officers, directors and representatives) from and against any claims, actions, causes, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by Licensor or each of its affiliates, licensors, suppliers, partners, agents or assigns relating to:

  1. Your breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline;
  2. Your use of or inability to use the Web Application;
  3. Any content, including personal content, or Web Application submitted, displayed, posted or distributed by you using the Web Application; or
  4. Your violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party

Term and Termination

This agreement is effective from the date the Licensee first uses the Web Application and shall continue to remain effective until terminated, or until the expiration of the applicable License or subscription term. You may terminate this at any time upon written notice to Meta Capital Limited. This will immediately terminate if you fail to pay any portion of the applicable subscription fees and you fail to cure that payment breach within thirty (30) days of notice. It will also terminate immediately if you fail to comply with any term of this agreement. Upon such termination, the Licenses granted by this agreement will immediately terminate and you agree to stop all access and use of the Web Application. Any or all of your information may be immediately (or at some point in the future) irrevocably deleted. You should save a copy of anything important before cancelling your account. Conversely, information you post/ upload or otherwise furnish to us, including personal information, may remain on our servers indefinitely (for example, as backups) after you delete it.

Confidentiality

Both the Licensor and the Licensee guarantees that all confidential information received from the other party will remain confidential. All information received is considered confidential unless it has been marked explicitly non-confidential.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Governing Law

This agreement, and any dispute arising out of or in connection with this agreement, shall be governed by and construed in accordance with the laws of Kenya.

Entire Agreement

This agreement (including any addendum or amendment to this which is included with the Web Application) is the entire agreement between you and Meta Capital Ltd relating to the Web Application and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Web Application or any other subject matter covered by This..

Counterpart

This Agreement may be executed in two counterparts each of which shall be deemed an original and all of which together shall constitute one and the same Agreement.



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