Last Updated: 25th March 2025

Parties: This Licence Agreement (“Agreement”) is entered into between Sope Web Technologies Pty Ltd (“Sprocket 365”, “Sope”, “we”, “us”, or “our”) and the customer (“Customer”, “you”, or “your”) who purchases a subscription to use Sprocket 365.

1. Grant of Licence Sprocket 365 grants you a non-exclusive, non-transferable licence to access and use Sprocket 365 on a per-user subscription basis for internal business purposes only.

The licence is:

• Subject to a minimum of 10 users,
• Tiered, with decreasing per-user costs as user numbers increase,
• Unlimited for organisations with over 1500 users.

Sprocket 365 is deployed on your Microsoft SharePoint environment and cannot be sublicensed, resold, or distributed.

2. Subscription & Payment The licence is provided as a subscription, payable monthly or annually, depending on the billing frequency selected.

All fees are due in advance and non-refundable, except as required by law or otherwise stated in this Agreement.

Sprocket 365 may suspend access to Sprocket 365 if payment is not received within 14 days of the due date, following prior written notice.

3. Licence Allocation and Management

• Licence Counting: Licences are automatically assigned when a unique user within your Microsoft 365 tenant loads a Sprocket web part or feature. Each user is identified by their unique Microsoft 365 user ID (GUID). When this occurs, their GUID is linked to one of your available purchased licences.
• Guest Accounts: Guest accounts are excluded from licence allocation and do not require a Sprocket licence.
• Managing Licences:
  • Licences are not reassigned automatically, even if the original user is deleted or becomes inactive.
  • Admins may reset the licence pool at any time, which clears all existing allocations and allows reallocation to active users.
  • You will be notified if you are approaching or have reached your licence limit.
• Adjusting Seat Count: Admins can increase or decrease their number of licensed users at any time by adjusting the seat count in their subscription.

4. Use Restrictions You must not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code;
• Use the software for any unlawful, harmful, or offensive activity;
• Resell, redistribute, or make Sprocket 365 available to unauthorised third parties;
• Attempt to circumvent any usage limits or restrictions.

5. Support & Updates Email-based support is included in your licence. Support enquiries can be sent to [email protected].

All product updates and enhancements are included during your subscription term at no additional cost.

Sprocket 365 may perform scheduled maintenance during off-peak hours. Where possible, advance notice will be provided.

6. Service Availability Sprocket 365 will use reasonable efforts to ensure that Sprocket 365 is available with minimal downtime, excluding scheduled maintenance or factors outside Sprocket 365’s control.
7. Modifications to the Service Sprocket 365 may modify, enhance, or discontinue features of Sprocket 365 from time to time. Where a change materially reduces functionality, Sprocket 365 will use reasonable efforts to provide prior notice.
8. Warranties Sprocket 365 warrants that Sprocket 365 will perform materially in accordance with its documentation.

If a material defect is identified, Sprocket 365 will use reasonable efforts to correct the defect in a timely manner.

During any trial or evaluation period, Sprocket 365 is provided ‘as-is’ without warranties or support obligations. Sprocket 365 may terminate trial access at any time.

9. Disclaimer & Limitation of Liability Except as expressly stated, Sprocket 365 is provided “as-is” and without warranties of any kind, whether express or implied.

To the maximum extent permitted by law, Sprocket 365 disclaims all liability for:

• Indirect, incidental, special, or consequential damages;
• Loss of data, revenue, profits, or business opportunity.

Sprocket 365’s total liability under this Agreement is limited to the fees paid by you for Sprocket 365 in the 12 months preceding the claim.

10. Data & Privacy Sprocket 365 does not store personal information but may store non-identifiable user data.

All data is hosted in Microsoft Azure, located in Australia.

Sprocket 365 is committed to information security and is working toward compliance with ISO 27001 standards.

Customers are responsible for maintaining backups of their own SharePoint data. Sprocket 365 does not store content directly.

11. Intellectual Property Sprocket 365 and all associated intellectual property rights remain the sole property of Sprocket 365.

If you submit feedback, suggestions, or feature requests via support, you grant Sprocket 365 a worldwide, royalty-free licence to use and incorporate those ideas into the product.

12. Force Majeure Neither party shall be liable for failure or delay in performance due to events beyond their reasonable control, including natural disasters, internet outages, or government restrictions.
13. Subcontractors and Third-Party Services Sprocket 365 may use subcontractors and third-party providers (such as Microsoft Azure) to deliver the services, provided Sprocket 365 remains responsible for their performance.
14. PublicityUnless otherwise agreed, Sprocket 365 may reference the Customer’s name and logo as a user of Sprocket 365 in promotional materials.
15. Termination Either party may terminate this Agreement with written notice if the other party breaches any material term and fails to remedy it within 30 days.

Upon termination, your right to use Sprocket 365 will cease, and access to the product will be revoked.

16. Governing Law This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.

Acceptance By using Sprocket 365, you confirm your acceptance of this Licence Agreement.