Terms and Conditions


USER AGREEMENT

BY SIGNING UP TO SHERIASOFT’S SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH CONSTITUTE A LEGALLY ENFORCEABLE SOFTWARE AS A SERVICE (“SaaS”) AGREEMENT GOVERNING YOUR USE OF THE SHERIASOFT SOFTWARE ONLINE SERVICE (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18, HAVE REACHED THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, YOU HAVE THE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, AND YOU ARE NOT A DIRECT COMPETITOR OF OURS (OR OTHERWISE REPRESENT, DIRECTLY OR INDIRECTLY, THE INTERESTS OF A DIRECT COMPETITOR). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF, YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18 AND HAVE REACHED THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE.

AS USED IN THIS AGREEMENT, THE TERM “SUPERADMIN” MEANS THE ENTITY OR PERSON RESPONSIBLE FOR THE ACCOUNT ESTABLISHED PURSUANT TO THIS AGREEMENT AND EACH USER ACCESSING THE SERVICE BY MEANS OF A VALID ACCOUNT ESTABLISHED BY SUPERADMIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, THE TERM “SUPERADMIN” MEANS ALL EMPLOYEES OF YOUR COMPANY WHO ARE GIVEN ACCESS TO THE SERVICE. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, OR IF YOU ARE A DIRECT COMPETITOR OF OURS (OR REPRESENT THE INTERESTS, DIRECTLY OR INDIRECTLY, OF A DIRECT COMPETITOR) YOU MAY NOT USE THIS SERVICE.

1. DEFINITIONS

As used in this Agreement:

Agreement” means this User Agreement, the original Sign up Form, any subsequent billing changes, whether written or submitted online via Sheriasoft’s service, and any materials available on http://www.sheriasoft.com specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Sheriasoft from time to time in its sole discretion pursuant to the provisions of this Agreement;

Billing Automation” means the software feature enabling Superadmins to have access to edit their billing information, update the number of users, and add/edit payment methods;

Sheriasoft Users Center” means the Sheriasoft online application that allows the Authorized Administrator designated by Superadmin to, among other things, add additional Users to the Service;

Authorized Administrator(s)” means the person(s) designated by Superadmin to register for the Services online using the Sheriasoft Users Center or by executing written User Forms and to create User accounts and otherwise administer Superadmin’s use of the Service;

Client Data” means any of Superadmin’s clients, customers, vendor or other individual’s personal data, credit data, biometric data, transaction data, system data, other data, information or material that Superadmin accepts, utilizes, processes or collects in the course of using the Service;

Content” means the information, documents, software, products and services made available under this Agreement to Superadmin and any User in connection with their use of the Service;

Sheriasoft” means Sheriasoft Technologies having its principal place of business at: Pioneer House, Tom Mboya Street, Nairobi Kenya.

Sheriasoft SaaS Technology” means all of the proprietary technology of Sheriasoft (including software, hardware, products, business concepts, and processes, logic algorithms, graphical user interfaces (GUI), techniques, designs and other tangible or intangible technical material or information) made available to Superadmin by Sheriasoft in providing the Service;

Effective Date” means the earlier of either the date this User Agreement is accepted by Superadmin as indicated by Superadmin’s clicking any of the Signup buttons, including “TRY IT FOR FREE”, or “START FREE TRIAL”, from any page on http://sheriasoft.com or the date Superadmin begins using the Service;

Hosting Server Provider” means any third party hosting computer server provider(s) where the Services reside.

Intellectual Property Rights” means all rights, title and interest in and to the Sheriasoft SaaS Technology, the Content, the Service and all copyrights, patents, trade secrets, trademarks, service marks or other intellectual property or proprietary rights and any corrections, bug fixes, improvements, enhancements, updates, releases, or other modifications, including custom modifications made by Sheriasoft relating thereto, and the media on which same are furnished;

Service(s)” means the specific edition of Sheriasoft, or other offerings developed, operated, and maintained by Sheriasoft, accessible via http://www.sheriasoft.com or another designated web site or IP address, or ancillary services rendered to Superadmin by Sheriasoft, to which Superadmin is being granted access under this Agreement;

Term(s)” means the period(s) during which a specified number of Users have the right to use the Service pursuant to the Grant and as designated on an Order Form(s);

User(s)” means Superadmin’s employees, representatives, consultants, contractors or agents who are authorized under the Grant made by this Agreement to gain access to and use the Service and who have been supplied User identifications and passwords by Superadmin (or by Sheriasoft at Superadmin’s request).

2. GRANT OF RIGHTS; TERM AND RESTRICTIONS

2.1 Grant of Rights. Subject to Superadmin’s compliance with the terms and conditions of this Agreement and solely during the Term of this Agreement, Sheriasoft hereby grants Superadmin a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Service solely for Superadmin’s own internal business purposes (“Grant”).

2.2 Term of Grant. The Grant shall be for the Term Superadmin selects, either the bi-monthly plan or yearly, which shall not be less than one (1) month, and shall commence on the Effective Date (“Initial Term”), and will be automatically renewed for successive terms of the same period of time (each a “Renewal Term”) unless terminated by either party in accordance with the terms of this Agreement.

2.3 Restrictions.

2.3.1 Sheriasoft reserve all rights not expressly granted to Superadmin. The Grant cannot be shared or used in any Users other than those referenced in the Order Form referenced above. However, the Grant may be reassigned from time to time to new Users that are replacing former Users who have terminated and no longer use the Service, so long as Superadmin obtains the prior written consent of Sheriasoft with respect to any such reassignment, which consent shall not be unreasonably withheld. The Grant is conditional on Superadmin’s continued compliance with this Agreement and will terminate if Superadmin does not comply with any term or condition of this Agreement.

2.3.2 Superadmin shall not, and shall not attempt to, directly or indirectly:

  1. License, grant, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or any part of its Content in any way;
  2. Use the Service to submit, store, transmit or process malicious code, worms or viruses;
  3. Use the Service to submit, store, transmit or process Client Data that is or may be:
    1. threatening, harassing, degrading, hateful or intimidating;
    2. libelous or defamatory;
    3. fraudulent, tortious or unlawful;
    4. obscene, indecent, pornographic or otherwise objectionable; or (e) infringing of any person’s rights, any applicable laws or Superadmin’s obligations to any third party;
  4. Use the Service to submit, store, transmit, process, or otherwise disclose Client Data.
  5. Use the Service to submit, store, transmit or process Client Data that would violate privacy laws, or in a way that would give rise to criminal or civil liability or that encourages unlawful activity;
  6. Use the Service to submit, store, transmit or process User data that would violate labor laws, or in a way that would give rise to criminal or civil liability or that encourages unlawful activity;
  7. Gain unauthorized access to the Service or to the systems or networks of Sheriasoft or its customers;
  8. Except as otherwise expressly permitted by this Agreement, reproduce, duplicate, copy, sell, resell, rent, sublicense, transfer, lease, make available or exploit the Service (or any part of the Service), use of the Service, or access to the Service;
  9. Publish or disclose any benchmarks of the Service to third parties;
  10. Interfere with or disrupt the integrity or performance of the Service or third-party content contained therein;
  11. Impersonate any person or entity or misrepresent Superadmin’s affiliation with any person or entity in connection with the Service;
  12. Modify, alter, tamper with, repair, or create derivative works of any Content or any software included in the Service;
  13. Reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service;
  14. Access, use or attempt to modify the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas;
  15. Copy, frame, mirror or link to any part or content of the Service, other than on Superadmin’s own intranets or otherwise solely for Superadmin’s own internal business purposes;
  16. Access the Service in order to:
    1. build a competitive product or service,
    2. build a product or service using ideas, features, functions, or graphics similar to those of the Service, or
    3. copy any ideas, features, functions, or graphics of the Service;
  17. Remove any copyright, trademark or other proprietary rights notice from the Service; or
  18. Provide access to the Service to a third party(-ies) who does or attempts to do any of the foregoing.

3. THE SERVICE

3.1 Use of the Service. Sheriasoft will provide Superadmin with use of the Service, including a browser interface and data encryption, transmission, access and storage.

3.2 Availability of the Service. Sheriasoft makes no guarantees as to the continuous availability of the Service or of any specific features of the Service. Sheriasoft may change or discontinue the Service or change or remove any features or functionalities of the Service from time to time. If Superadmin does not agree to any such change, its only recourse is to terminate this Agreement in accordance with Section 12.

3.3 Access to the Service.

3.3.1 Sheriasoft operates a web Portal (“Portal”) to provide you with access to the Service, which will be available to Superadmin through the Internet via a secured, password-protected computer interface or access code. Superadmin agrees to access the Portal at its own risk and that it is solely responsible for ensuring that the method of access, content and scope, and your use off the Service is compatible with its own business needs and requirements.

3.3.2 Following the Effective Date of this Agreement and Superadmin’s completion of any applicable set-up forms and other documents that may be required by Sheriasoft, Sheriasoft will electronically deliver, or otherwise make available, to Superadmin instructions on how to establish a connection with the Portal for access to and use of the Service.

3.3.3 Superadmin agrees that only the designated User(s) will be permitted to access the Services and that Superadmin is responsible for any unauthorized access. In addition, Superadmin shall assume full responsibility that its Users abide by the terms and conditions of this Agreement and Superadmin understands and agrees that any passwords and access codes are for use only by Superadmin and its designated User(s) and are strictly prohibited from being shared with other individuals or entities. Finally, Superadmin agrees that the unauthorized sharing of any passwords and/or User access codes may cause Sheriasoft irreparable harm and that, in addition to Sheriasoft’s right to pursue available remedies including, but not limited to injunctive relief and the collection of monetary damages, such breach shall, at Sheriasoft’s option, result in the immediate suspension or termination of this Agreement and Superadmin’s access to the Services. Superadmin agrees to defend, indemnify and hold harmless Sheriasoft from any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorney’s fees) incurred or arising from any claim, demand or cause of action relating to any breach of the promises made to Sheriasoft in Sections, 3.3.1, 3.3.2 and this Section 3.3.3.

3.3.4 Sheriasoft will use commercially reasonable efforts to maintain the active status of the Portal, the Service, and any Hosting Server Provider computer servers, but Superadmin agrees that Sheriasoft will not be liable for any loss, cost, damage or expense resulting from or relating to your lack of access to the Portal or the Services including, without limitation:

  1. times that we, and/or our Hosting Server Provider may be updating or maintaining the Services, the Software, and/or any hardware; and
  2. during such times as the Portal and/or the Services may be inaccessible for any reason (or for no identifiable reason) whatsoever, within or outside of our control.

3.3.5 Superadmin agrees that Sheriasoft does not and will not provide Superadmin with hardware or software necessary for Superadmin to gain access to the Portal and the Services. Rather, Superadmin is solely responsible for:

  1. obtaining and maintaining such hardware and software (including, but not limited to, acquiring, installing and maintaining all telephone equipment, modems, routers, scanning devices, and other hardware and communication equipment) necessary to gain access to the Services, and the performance and security of such devices;
  2. contracting with an internet service provider or telecommunications carrier for services necessary to establish your connection and access to the internet, the Portal, and the Services. In addition, Superadmin agrees that it is solely responsible for all costs, charges and expenses associated with the foregoing.

4. INTERNET DELAYS

The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Sheriasoft is not responsible for any delays, failures, or other damage resulting from such problems.

5. SUPPORT

Sheriasoft shall provide forum support through support@sheriasoft.com. Email and telephonic requests for hard-copy documentation, upgrades, enhancements, and service modifications will not be granted, unless Superadmin specifically contracts for such materials and/or services. The Service will be unavailable from time to time for routine maintenance. Other support may be excluded on public holidays, which are New Year’s Day, Easter, Labour Day, Madaraka Day, Mashujaa Day, Christmas Eve and Christmas Day.

6. SUPERADMIN’S RESPONSIBILITIES

Superadmin is responsible for all activity occurring under Superadmin’s User accounts and for Users’ compliance with the terms and conditions of this Agreement. Superadmin shall fully comply with all applicable county, local and foreign laws, treaties, rules, and regulations in connection with Superadmin’s use of the Service, including, without limitation, those related to data privacy, data security, breach notification, international communications, and the collection, transmission, processing, cross-border transfer, and disclosure of Client Data, including technical and personal data.

Superadmin shall:

  1. notify Sheriasoft immediately of any known or suspected violation of any law relating to Client Data,
  2. notify Sheriasoft immediately of any unauthorized use of any password or account or any other known or suspected breach of Service security; and
  3. report to Sheriasoft immediately and use reasonable efforts to stop immediately, any copying or distribution of Content that is known or suspected by Superadmin or any User under this Grant.

7. CLIENT DATA

7.1 Client Data. Superadmin shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of any of its Client Data and agrees that any support provided by Sheriasoft in the provision of the Services shall not be construed by Superadmin of the accuracy, quality, integrity, legality, reliability, or appropriateness of any of its Client Data.

7.2 Superadmin Responsibilities. Sheriasoft shall not be responsible or liable for:

  1. the deletion, correction, destruction, and/or damage, to any Client Data; or
  2. Superadmin’s or User’s collection, use, storage, cross-border transfer, or disclosure of the Client Data.

7.3 Disclosure and Use of Client Data. Sheriasoft will never use your clients information you put into the software, for any purpose, including marketing.

7.4 Review of Client Data. Sheriasoft does not have any obligation to monitor or review Client Data for any purpose. Notwithstanding the foregoing, Sheriasoft reserves the right to take steps it believes are reasonably necessary to enforce and/or verify compliance with this Agreement. Without limiting the foregoing, Sheriasoft may, without notice (unless required by law) or liability to Superadmin, access, use and/or preserve Superadmin’s account information and/or Client Data and disclose Superadmin’s account information and/or Client Data to law enforcement authorities, government officials and/or any other party as Sheriasoft reasonably believes necessary or appropriate:

  1. if Sheriasoft is required to do so to comply with legal process or governmental request,
  2. to enforce this Agreement,
  3. to detect or prevent security, fraud or technical issues,
  4. to protect the rights, property and/or safety of Sheriasoft, its users, Superadmin, or any other person, or
  5. as permitted by law. Sheriasoft also reserves the right to notify the appropriate authorities, without prior notice to Superadmin, if Sheriasoft reasonably believes that Superadmin’s Client Data violates any applicable law. SUPERADMIN agrees to HOLD SHERIASOFT HARMLESS FROM and against any losses, costs, damages liabilities and expenses, and waives (to the extent permitted by applicable law) any claims, SUPERADMIN or other third party may have against SHERIASOFT, resulting from any disclosure, investigation or act or omission of SHERIASOFT in the course of conducting or cooperating with an inspection as set forth in this section. SUPERADMIN FURTHER AGREES TO KEEP THE FACT AND DETAILS OF ANY SUCH INSPECTION CONFIDENTIAL, UNLESS SUPERADMIN IS COMPELLED BY APPLICABLE LAW TO DISCLOSE SUCH FACT and/or details.

8. INTELLECTUAL PROPERTY OWNERSHIP

8.1. Ownership. Sheriasoft owns all rights, title and interest, including all related Intellectual Property Rights, in and to the Sheriasoft SaaS Technology, the Content, the Service, and any suggestions, ideas, improvements, enhancement requests, feedback, recommendations or other information provided by Superadmin or any User relating to the Service. The Sheriasoft name, the Sheriasoft logo, and the product names associated with the Service are trademarks of Sheriasoft, and no right or license is granted to use them. This Agreement is not a sale and does not convey to Superadmin any rights of ownership in or related to the Service, the Sheriasoft SaaS Technology, the Content or the Intellectual Property Rights owned by Sheriasoft. Superadmin acknowledges that, except as specifically provided under this Agreement, no other right, title, or interest in these items is granted.

8.2 Use of Trademarks and other Intellectual Property. Superadmin agrees that Sheriasoft may use Superadmin’s name, trademarks, service marks, and/or logos in any advertising or promotional materials for the Service or Sheriasoft.

9. PAYMENT OF FEES AND CHARGES

Superadmin shall pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The fee for the Grant (“Use Fee”) will be equal to the Use Fee currently in effect under the current Sheriasoft schedule of Use Fees for the edition selected in the Order Form. If Superadmin is a monthly subscriber, the initial Use Fee will be payable the same day as an order, and, thereafter, Sheriasoft will automatically bill Superadmin’s credit card, debit card or bank account on the same day each month as the day of the first payment. If Superadmin is a yearly subscriber, the fees will be billed annually and are non-refundable. New accounts may be eligible for a seven (7)-day trial period, after which Superadmin will be charged according to the terms of this Section. Eligible “new” accounts are those included in new separate accounts in Sheriasoft’s subscriptions for Sheriasoft Account Management, Billing, and CRM. Superadmin is responsible for paying all User Fees ordered for the entire Term, without regard to whether all Users are active. An Authorized Administrator may add additional Users by executing an additional written Order Form or using the Sheriasoft Billing page online. Added Users will be subject to the following:

  1. The use Term of added Users will be contemporaneous with the Term of the existing Grant;
  2. Users added in the middle of a billing period will be charged in full for that billing month. A pro-rated credit will be added for the unused days of the previous billing period.
  3. Users added in the middle of a billing period will be charged in full for that billing month and will reset the billing period (annually/monthly) to start at the date of change. A pro-rated credit will be added for the unused days of the previous billing period.

The current Sheriasoft User pricing model is based on a flat rate, which per-User fee may be changed from time to time at Sheriasoft’s sole discretion. Information is available at https://sheriasoft.com/pricing.

Sheriasoft will charge any software customization fees as mutually agreed upon in writing mutually by Sheriasoft and Superadmin.

Sheriasoft reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days’ prior notice to Superadmin. The Use Fee for a renewal Grant will be equal to the number of total users then in effect, times the User Fee in effect at the time of renewal. Charges for other services (“Charges”) will be made on an as-quoted basis. The Use Fee and Charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Superadmin shall be responsible for payment of all such taxes, levies, or duties.

If Superadmin updates its payment information, Sheriasoft will charge the latest account provided by Superadmin. Superadmin represents that Superadmin has the legal right to use any payment account that Superadmin uses to purchase from Sheriasoft. Superadmin agrees to update billing and account information within three (3) business days of any change to applicable payment information, as well as to Superadmin’s legal name, street address, e-mail address, and the names and telephone numbers of an authorized billing contact and Authorized Administrator. If the contact information Superadmin provides is false or fraudulent, Sheriasoft reserves the right to terminate Superadmin’s access to the Service, in addition to any other legal remedies. If Superadmin believes that the fees or Charges to Superadmin’s account are incorrect, Superadmin must contact Sheriasoft in writing within forty-five (45) days of the date of the charge in question, to be eligible for consideration to receive an adjustment or credit. All payments shall be in United States and Kenya Shilling currencies and are final. Sheriasoft will not provide full or partial refunds.

In the event of termination of this Agreement, Superadmin agrees to pay the balance due on Superadmin’s account (plus any applicable late payment charges). Superadmin agrees that Sheriasoft may charge such unpaid fees and Charges to Superadmin’s credit card, debit card, or bank account, or otherwise bill Superadmin for such unpaid fees and Charges.

10. NON-PAYMENT AND SUSPENSION

10.1 Suspension / Termination for Delinquent Accounts. Sheriasoft reserves the right to suspend or terminate this Agreement and Superadmin’s access to the Service immediately if Superadmin’s account becomes delinquent or Superadmin is otherwise unable to provide proper payment. In the event a Superadmin’s account is suspended as a result of non-payment, a Kshs. 500 reactivation fee will be applied upon the reactivation of the account, plus, to the fullest extent permitted by law, all expenses and legal fees incurred by Sheriasoft while collecting fees and Charges from Superadmin. Superadmin agrees that, if Superadmin’s use of the Service is suspended but not terminated, Superadmin will be obligated for and agrees to pay the Use Fee for the number of Users for the balance of the full Term. Sheriasoft reserves the right to impose a reconnection fee in the event Superadmin’s rights are suspended and thereafter requests access to the Service. Sheriasoft will charge a Kshs. 500 reconnection fee for each suspended or deactivated user, should Sheriasoft be asked by Superadmin to reactivate a specific user and Sheriasoft so agrees. Superadmin agrees and acknowledges that Sheriasoft has no obligation to retain Client Data and that such Client Data may be irretrievably deleted if Superadmin’s account is delinquent.

10.2 Increases in Reactivation, Reconnection and Late Payment Fees. The foregoing reactivation fees are subject to increase by Sheriasoft at any time, with or without prior notice to Superadmin, to reflect Sheriasoft’s then current policies, procedures and charges.

11. TERMINATION

11.1 Termination for Convenience. Sheriasoft may terminate this Agreement, or reduce the number of Users, effective upon the expiration of the then current Term, by notifying Superadmin in writing at least five (5) business days prior to the end of the current Term. Superadmin may terminate this Agreement, update billing information, or reduce the number of users, effective upon the expiration of the then current Term, by contacting Sheriasoft at +254723961272 at least five (5) business days prior to the end of the current Term.

11.2 Termination for Cause. Sheriasoft may, in its sole discretion, immediately suspend or terminate Superadmin’s password, account and use of the Service if Sheriasoft believes in its sole discretion that Superadmin or any User has breached any provision of this Agreement, or for any other reason at Sheriasoft’s discretion.

11.3 Termination of Free Accounts. Sheriasoft may terminate a free account at any time in its sole discretion, with or without prior notice to Superadmin.

11.4 Access to Client Data Upon Termination.strong> In the event this Agreement is terminated (other than by reason of Superadmin’s breach), Sheriasoft will make available to Superadmin a file of the Client Data within ninety (90) days of termination if Superadmin so requests in writing at the time of termination. Superadmin agrees and acknowledges that Sheriasoft has no obligation to retain the Client Data, and may delete, without incurring any liability, such Client Data, on the ninety-first (91st) day after termination. Sheriasoft reserves the right to withhold, remove and/or discard Client Data, without notice or liability, for any breach of this Agreement by Superadmin, including, without limitation, Superadmin’s non-payment. Upon termination due to Superadmin’s breach, Superadmin’s right to access or use Client Data shall immediately cease, and Sheriasoft shall have no obligation to maintain or provide any Client Data.

11.5 Survival. Sections 2, 6-8, 11-17, 20-21 and 23 shall survive the termination of this Agreement.

12. REPRESENTATIONS & WARRANTIES

12.1 Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Sheriasoft represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will be capable of performing substantially in accordance with the online Sheriasoft support documentation under normal use and circumstances. In addition to its other representations and warranties contained herein, Superadmin represents and warrants that Superadmin has not falsely identified Superadmin or any User nor provided any false information to gain access to the Service and that Superadmin’s billing information is correct.

13. DISCLAIMER OF WARRANTIES

13.1 Services provided on an “AS IS” Basis. THE SERVICE AND ALL CONTENT, INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SERVICE, ARE PROVIDED TO SUPERADMIN STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, OTHER THAN THOSE EXPRESSLY MADE ELSEWHERE IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHERIASOFT DOES NOT REPRESENT OR WARRANT THAT

  1. THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA,
  2. THE SERVICE WILL MEET SUPERADMIN’S REQUIREMENTS OR EXPECTATIONS,
  3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
  4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUPERADMIN THROUGH THE SERVICE WILL MEET SUPERADMIN’S REQUIREMENTS OR EXPECTATIONS,
  5. ERRORS OR DEFECTS WILL BE CORRECTED, OR
  6. THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.2 Exclusions. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SHERIASOFT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. SOLELY TO THE EXTENT SUCH LAW APPLIES TO SUPERADMIN, SOME OR ALL OF THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO SUPERADMIN, AND SUPERADMIN MAY HAVE ADDITIONAL RIGHTS.

14. LIMITATION OF LIABILITY

14.1 Liability Exclusions. IN NO EVENT SHALL SHERIASOFT, ITS PARENT ORGANIZATIONS, AFFILIATES, SUBSIDIARIES, AND LICENSORS, OR EACH SUCH ENTITY’S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “SHERIASOFT ENTITIES”) BE LIABLE TO SUPERADMIN FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE, SECURITY OF DATA (INCLUDING BUT NOT LIMITED TO CLIENT DATA) IN THE POSSESSION, CONTROL, OR STORAGE OF SUPERADMIN, GOODWILL, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE (INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF SUPERADMIN’S ACCOUNT), OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE SHERIASOFT ENTITIES BE LIABLE FOR NEGLIGENCE, INTENTIONAL MISCONDUCT OR MISHANDLED BUSINESS BY SUPERADMIN UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, SUCH CONDUCT BETWEEN SUPERADMIN AND (1) THE IRS OR ANY GOVERNMENT AGENCY; (2) ANY ACCOUNTING AUDIT SERVICE; (3) ANY EMPLOYEE OF SUPERADMIN; (4) ANY SUPPLIER OF SUPERADMIN; (5) ANY END CONSUMERS OR USERS OF SUPERADMIN (INCLUDING IN CONNECTION WITH REFUNDS AND CHARGEBACKS); AND (6) ANY MERCHANT SERVICES.

14.2 Limit of Liability. IN ANY CASE, THE AGGREGATE LIABILITY OF THE SHERIASOFT ENTITIES UNDER THIS AGREEMENT OR ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY AND DUE FROM SUPERADMIN IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY SUCH LIABILITY.

14.3 Legal Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. SOLELY TO THE EXTENT SUCH LAW APPLIES TO SUPERADMIN, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO SUPERADMIN, AND SUPERADMIN MAY HAVE ADDITIONAL RIGHTS.

15. MUTUAL INDEMNIFICATION

15.1 Superadmin Indemnification. Superadmin shall defend, indemnify and hold harmless the Sheriasoft Entities from and against any and all third-party claims, causes of action, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with

  1. Superadmin’s or any User’s use of the Service or collection, use, disclosure, or cross-border transfer of any Client Data;
  2. Superadmin’s or any User’s use of the Service or collection, use, disclosure, or cross-border transfer of any User Data; or
  3. the breach or alleged breach by Superadmin or any User(s) of any of Superadmin’s obligations, representations, or warranties under this Agreement; provided in any such case, that the Sheriasoft Entity(-ies)
    1. gives written notice of the claim promptly to Superadmin (except that the Sheriasoft Entity’s failure to promptly notify Superadmin will not limit, impair, or otherwise affect the Sheriasoft Entity’s rights under this Section 16 unless Superadmin is prejudiced by that failure and then only to the extent of the prejudice);
    2. gives Superadmin sole control of the defense and settlement of the claim (except Superadmin may not settle any claim without the Sheriasoft Entity’s prior written consent, unless the settlement includes a full and final release of all claims against the Sheriasoft Entity and does not impose any obligations on the Sheriasoft Entity);
    3. provides to Superadmin reasonable assistance (including reasonable access to information in the possession or control of the Sheriasoft Entity); and
    4. has not compromised or settled such claim.

15.2 Sheriasoft Indemnification. Sheriasoft shall defend, indemnify and hold harmless Superadmin and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all third-party claims, causes of action, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with an allegation that the Service directly infringes a copyright, a Kenya patent issued as of the Effective Date, or a trademark of a third party; provided in any such case, that Superadmin

  1. promptly gives written notice of the claim to Sheriasoft (except that Superadmin’s failure to promptly notify Sheriasoft will not limit, impair, or otherwise affect Superadmin’s rights under this Section 16 unless Sheriasoft is prejudiced by that failure and then only to the extent of the prejudice);
  2. gives Sheriasoft sole control of the defense and settlement of the claim (except Sheriasoft may not settle any claim without Superadmin’s consent, unless the settlement includes a full and final release of all claims against Superadmin and does not impose any obligations on Superadmin);
  3. provides to Sheriasoft all available information and assistance; and (d) has not compromised or settled such claim. Sheriasoft shall have no indemnification obligation, and Superadmin shall indemnify the Sheriasoft Entities, for claims arising from any infringement alleged to be caused by the combination of the Service with any of Superadmin’s products, services, hardware, software, and/or business process.

16. NOTICE

Sheriasoft may give notice to Superadmin by means of a general notice on the Service, electronic mail to Superadmin’s e-mail address on record in Sheriasoft’s account information, or by written communication sent by first class mail or pre-paid post to Superadmin’s address on record in Sheriasoft’s account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). Superadmin may give notice to Sheriasoft (deemed given upon receipt by Sheriasoft) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Sheriasoft at the following address: Sheriasoft, Pioneer House Nairobi, Kenya 00200; addressed to the attention of: Customer Service Department; or by electronic mail to support@sheriasoft.com; or to such other location(s) as may be designated by Sheriasoft from time to time.

17. MODIFICATION TO TERMS

Sheriasoft reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time effective upon posting of an updated version of this Agreement on the Service. Superadmin is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Superadmin’s consent to such changes. Notwithstanding the foregoing, any changes to this Agreement shall not apply to any dispute between Superadmin and Sheriasoft arising prior to the effective date of any such change(s).

18. ASSIGNMENT

Except as otherwise provided in this Agreement, this Agreement may not be assigned by Superadmin without the prior express written consent of Sheriasoft. This Agreement may be assigned without Superadmin’s consent by Sheriasoft to (i) a parent or subsidiary, (ii) an acquirer of the Sheriasoft business or assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the Laws of Kenya without regard to its conflict of law’s provisions. Should any provision of this Agreement be declared illegal or unenforceable and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

20. DISPUTE RESOLUTION

In the event of any dispute among the parties under this Agreement, and if the dispute cannot be settled through negotiation between the parties, such dispute shall be submitted to mediation prior to being filed within the courts of the Republic of Kenya. The prevailing party shall be entitled to all advocates’ fees and costs from the losing party.

21. FORCE MAJEURE

The Sheriasoft Entities will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such entities’ reasonable control, including, without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

22. MISCELLANEOUS

No joint venture, partnership, employment, or agency relationship exists between Superadmin or any User and Sheriasoft as a result of this Agreement or use of the Service. The failure of Sheriasoft to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sheriasoft in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Superadmin and Sheriasoft and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Superadmin consents to receiving electronic communications and notifications from Sheriasoft in connection with Superadmin’s use of the Service and this Agreement. Superadmin agrees that any such communication will satisfy any legal communication requirements, including that such communications be in writing.

BY SIGNING UP AND USING SHERIASOFT.COM’S SOFTWARE AS A SERVICE, YOU AGREE TO THE ABOVE TERMS AND CONDITIONS WHICH CONSTITUTE A LEGALLY ENFORCEABLE SaaS AGREEMENT GOVERNING SUPERADMIN’S USE OF THE SERVICE.

ALL NOTIFICATION TELEPHONE NUMBERS AND ADDRESSES, AS SET FORTH ABOVE, MAY BE CHANGED BY SHERIASOFT FROM TIME TO TIME, WHICH CHANGES SHALL BE POSTED ON SHERIASOFT’S WEBSITE.

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