End user agreement for CyberCafePro
END-USER LICENSE AGREEMENT (“EULA”)
for OneRoof CyberCafePro 6.x.x Main Control Station (“Software Product”) between:
OneRoof, Inc., a company incorporated under the laws of Delaware, having its principal place of business at One Maritime Plaza, Suite 1100, San Francisco, CA 94111 (hereinafter referred to as the “Licensor”); and your company, organization, partnership or such other entity, as indicated by you in the Registration Wizard while installing the compatible software for the OneRoof CyberCafePro Main Control Station (hereinafter referred to as “you”).
IMPORTANT-READ CAREFULLY: By accessing, installing, copying or otherwise using this Software Product, you agree to be bound by the terms of this EULA and agree that all behaviors, system and system security changes and any other changes this Software Product may make are acceptable to you. The license of the Software Product is conditional upon your acceptance of the terms of this EULA and if you do not agree to the terms of this EULA, the Licensor shall be unwilling to license the Software Product to you. In such event, you may not access, use or copy the Software Product, and you should promptly contact Manufacturer for instructions on return of the product. The Licensor is the sole and exclusive owner of the Software Product. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is only conditionally licensed, and not sold under the terms of this EULA.
1. Grant of License to Free Version: Upon your acceptance and your continued compliance of the terms of this EULA, the Licensor hereby grants and you hereby accept a conditional, non-exclusive, non-transferable license (“License”) to install and access one copy of the Software Product on one Main Control Station or “Server System” as a free version. The License of the Software Product is also subject to an existing valid CyberCafePro 6.x.x Client license and shall be in accordance with such terms as the Licensor, in its sole discretion, may prescribe.
The term “Server System” as used herein shall mean computer system or central hub for each of your cyber cafes, telecentres or school computer lab locations, and to which individual Client computers within such locations shall be connected; and each of which shall also be connected though the Server System to the OneRoof Server for license verification and version updates.
2. Continued Usage: Upon expiry of the Trial Period, you shall be required to choose whether to subscribe to OneRoof Reports under the Standard or Premium Software-as-a-Service (“SaaS”) Plans through payment of the License Fee or Premium License Fee as prescribed below or to choose to use only CyberCafePro without OneRoof Reports. In each such case the usage of the Software Product shall be subject to the subsistence of a valid License and valid CyberCafePro 6.x.x Client licenses and in accordance with the following terms:
2.1. Without payment of the Standard SaaS License Fee or the SaaS Premium License Fee, you may however use and access all features of the Software Product, but excluding those which require connectivity with the designated server of the Licensor for viewing the enterprise management tools and reports offered by the Licensor (“OneRoof Reports”);
2.2. Upon the continued payment of the Standard License Fee (offered as a subscription Software-as-a-Service), you may use and access such features of the Software Product as provided under the “Software Product Documentation” (available online at both www.cybecafepro.com and www.oneroof.com) which shall include connectivity with the designated server(s) of the Licensor (“OneRoof Server” and the subscription to the suite of management tools of OneRoof Reports). Your use of the free Software Product under the Software Product Documentation shall be subject to the continued publication and display of advertisements through the Software Products to the users of the Software Product on all Client Computers; and
2.3. Upon the continued payment of the SaaS Premium License Fee (offered as a subscription Software-as-a-Service), you may use and access such features of the Software Product as provided under the “Software Product Documentation” which shall include connectivity with the OneRoof Server, access to the suite of management tools of OneRoof Reports and advertisement-free usage of the Software Product.
2.4. The Licensor may, at its sole and exclusive discretion, permit the use of the Software Product so as to permit captive use of the advertisement display channel of the Software Product for your own dedicated advertisements subject to the continued payment of the SaaS Premium License Fee and the execution of an additional Captive Advertising Use Agreement. Nothing contained herein shall permit the use of the Software Product for captive advertising without the prior approval of the Licensor or a valid Captive Advertising Use Agreement entered into with the Licensor.
3. Conditions of Use: The License provided above is subject to your continued compliance with the following conditions of use:
3.1. Activation: The Software Product may be used only after activation and using the authorization code of the Software Product provided by the Licensor or its designated representative.
3.2. Installation Information: You agree that the Licensor shall be entitled to automatically collect installation information including details regarding each of the Client Computers on which the Software Product is installed. In addition, you agree to provide the Licensor with information in such form and manner as requested by the Licensor regarding each instance of installation of the Software Product on each Client Computer, if so requested by the Licensor.
3.3. Permitted Use: You shall not cause or permit the Software Product to be used for or in relation to any purpose or activity or accessed, used, installed or copied in any manner other than as expressly provided under the corresponding product documentation.
3.4. Limitations on Reverse Engineering, Decompilation and Disassembly: You shall not reverse engineer, decompile, disassemble, modify, alter, analyze or deconstruct the Software Product, or retrieve the source code or any underlying code or functions of the Software Product or attempt to do any of the foregoing or cause or permit to be published any results of any testing, analytical or benchmarking processes run on the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3.5. Use with third party software: You may not use the Software Product in combination with or in conjunction with any third party software or code or in any other manner permit any third party software or code to interact with the Software Product, other than as expressly permitted under the corresponding product documentation, including without limitation any software or code that may be used to or has the effect of disabling or regulating any of the collection of information by the OneRoof Server(s) or the display of advertisements.
3.6. Setting Browser Home Page: Licensor shall at its own discretion have the sole right to set the default URL for the Browser(s)' home page (“Home Page”) on the Client computers; and you shall not take any action that changes, disables or re-directs the opening Home Page of all Client browsers from the default Home Page(s) as set by the Licensor. You agree and acknowledge that the Home Pages will be defaulted to open to the free consumer OneRoof Bookmarks service, though Licensor may at its sole discretion re-set the default URL for the Home Page on Client computers.
3.7. No Separation of Components: The Software Product is licensed in combination with the CyberCafePro 6.x.x Client license and shall not be used separately for any reason whatsoever, including for use on more than one cyber café or location. Nothing contained herein shall prohibit you from obtaining separate licenses for the Software Product at multiple locations from the Licensor through separate downloads and registrations.
3.8. No Transfer or Rental: You shall not transfer, re-license, sub-license, rent or lease the Software Product.
3.9. No dilution or infringement of Intellectual Property: You shall not, by act or omission, cause or permit the infringement, tarnishment, dilution or in general, prejudice to any right of the Licensor in relation to the Software Product.
3.10. No violation of applicable law: You shall, at all times ensure compliance with applicable laws, regulations and guidelines, during the use, access, installation or copying of the Software Product.
4. Termination: Without prejudice to any other rights or remedies that it may have under this EULA or under applicable law or equity, the Licensor may terminate this EULA if you fail to comply with any of the terms and conditions of this EULA. The Licensor may further terminate this EULA at its sole discretion, by providing you a notice of thirty days. In such event, you shall forthwith stop using the Software Product and destroy all copies of the Software Product and all of its component parts. In the event of termination by the Licensor by its discretion, the Licensor shall return on a pro-rata basis, any Standard SaaS License Fee or Premium SaaS License Fee already received by the Licensor for any period extending beyond the termination of the EULA.
5. License Fee: As consideration for the license under this EULA, you shall pay to the Licensor or such person as specified by the Licensor in accordance with the terms, as posted on the Licensor's websites of www.oneroof.com and www.cybercafepro.com, as a condition for continuing access to Licensor's Software-as-a-Service which includes web-based enterprise reporting tools within OneRoof Reports.
6. Intellectual Property: All rights, title and interests in intellectual property including copyrights in and to the Software Product (including but not limited to any software code, images, photographs, animations, video, music, text, "applets" , reports, logs, data or other content incorporated into the Software Product or generated using the Software Product), the accompanying printed or online PDF materials, instructions, and/or Manuals, including any copies of the Software Product, are owned by the Licensor. You may not copy the printed or online materials accompanying the Software Product. All rights not specifically granted under this EULA are reserved by the Licensor.
7. Collection of Information & Display of Advertisement: The Software Product may collect and process information relating to you or your users through web services for the following purposes: providing products and services of the Licensor to users, including the display of customized content and advertising; auditing, research and analysis for maintaining, protecting and improving the services of the Licensor; ensuring the technical functioning of the network of the Licensor; developing and offering new services; and for verification of the product license. Through your acceptance of the terms of this EULA, you acknowledge, agree and authorize such use of information by the Licensor. You further agree and acknowledge that you and your users may be exposed to third party advertisements published and displayed through the Software Product.
8. Product Support: Product support for the Software Product is not provided by the Licensor or its subsidiaries, unless made available on the web for self-help such as FAQs, access to the Company's free Forums, Blogs and/or User Manual downloads; or unless specifically agreed to through separate documentation. However, the Licensor may, at its discretion, provide a Premium fee-based Professional Services option with extended services (beyond those of self-help) upon sign-up and payment of the required fee at either www.oneroof.com <http://www.oneroof.com/> or www.cybercafepro.com
9. Warranty: The Licensor hereby warrants that the Software Product shall function materially in accordance with the corresponding product documentation. Except as expressly provided herein, the Licensor disclaims any and all warranties in relation to the use of the Software Product including, without limitation, any implied warranties in relation to absence of errors or defects, fitness for purpose or merchantability. The Licensee agrees and acknowledges that the sole remedy available for a breach of warranty shall be the return and replacement of the Software Product or a pro-rata re-imbursement of the optional SaaS License Fee paid in relation to the Software Product during any period of non-compliance.
10. Limitation of Liability: To the maximum extent permitted under applicable law, the Licensor hereby disclaims all liability in relation to any loss, damage or cost arising from the use of the Software Product and shall not be held liable for any loss, damage or issues arising from the use of this Software Product or in relation to any third party advertisement displayed through the Software Product, monetary or otherwise.
11. Indemnity: You shall indemnify, defend and hold harmless the Licensor, its employees, agents, officers and representatives, against any loss, damage or third party claim arising from or relating to any actual or alleged breach of the terms of this EULA.
12. Injunctive Relief: Notwithstanding any other provisions of this EULA, a breach of the provisions of this EULA by you will cause the Licensor irreparable damage for which recovery of money damages would be inadequate, and that, in addition to any and all remedies available at law, the Licensor shall be entitled to seek timely injunctive relief to protect its rights under this EULA.
13. Personnel: You hereby agree that you shall be responsible for the acts or omissions of each of its Personnel.
14. Nature of Relationship: Each Party is an independently owned business entity and the relationship of the Parties shall that be of independent contractors. Nothing in this EULA shall make or deem to make either Party, its employees, associates or agents the employees, agents or legal representatives of the other Party for any purpose whatsoever. Neither Party has express or implied right or authority to assume or to undertake any obligation in respect of or on behalf of or in the name of the other Party or to bind the other Party in any manner other than as stated herein.
15. Governing Law: This EULA shall be construed exclusively in accordance with the laws of United States and except as provided below, the competent courts in California shall have exclusive jurisdiction to determine all disputes and differences arising out of or in anyway connected to this EULA.
16. Dispute Resolution: Dispute resolution shall be through arbitration, which shall take place at San Francisco, in accordance with Rules of Arbitration of the International Chamber of Commerce, along with any statutory modifications, enactments or re-enactments thereto, by an arbitrator appointed by the parties. The proceedings shall be in English. The award shall be final and binding on the parties. The arbitration will be held in-camera, and will be kept confidential by the Parties.
17. Waiver: A waiver by the Licensor in respect of a breach of a provision of this EULA by the Licensor will not be deemed to be a waiver in respect of any other breach and the failure of the Licensor to enforce at any time a provision of this EULA will in no way be interpreted as a waiver of such provision.