Hotelare 1.21

EULA - End User License Agreement

HOTELARE END USER LICENSE AGREEMENT
IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND AJOFT TECHNOLOGIES D/B/A OUTSHINE TECH. PVT. LTD. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. AMONG OTHER PROVISIONS, IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU CONFIRM YOUR ACCEPTANCE OF THE SOFTWARE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR WEBSITE OR PLACE OF PURCHASE FOR A FULL REFUND. CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM.

1. Definitions.

1.0 'Company' means the license issueing company i.e. AJOFT TECHNOLOGIES D/B/A OUTSHINE TECH PVT.LTD..
1.1 'Activated' has the meaning given in Section 2.4.2.
1.2 'Agreement' means both the EULA and the Pricing and Term Agreement.
1.3 'Applicable Law' means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.
1.4 'Beta Version' means any version of the Software released by AJOFT TECHNOLOGIES (Company). for testing as determined by AJOFT TECHNOLOGIES in its sole discretion.
1.5 'Effective Date' has the meaning given in the Pricing and Term Agreement.
1.6 'EULA' means this End-User License Agreement.
1.7 'Intellectual Property Rights' means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.
1.8 'Pricing and Term Agreement' means, as applicable, (a) the Pricing and Term Agreement entered into between You and Company in connection with the license of the Software which sets forth (among other things) pricing, term and payment provisions of this Agreement; (b) the pricing and payment provisions located at www.ajoft.com (or such other URL as AJOFT TECHNOLOGIES (company) may designate from time to time); and/or (c) the pricing and payment provisions of any agreement between You and a AJOFT TECHNOLOGIES reseller (or other third party authorized to grant You the license) pursuant to which You obtained a license to use the Software. The Pricing and Term Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.
1.9 'Software' means the HOTELARE software program(s) supplied by AJOFT TECHNOLOGIES together with this Agreement, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third party components.
1.10 'Term' means the term of this Agreement as set forth by the term of the license obtained by You (a) in connection with the Pricing and Term Agreement; or (b) from a AJOFT TECHNOLOGIES reseller or other third party authorized to grant You the license.
1.11 'Territory' means the world, except to the extent that use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).
1.12 'Trademarks' means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of AJOFT including without limitation, AJOFT and the AJOFT logo. AJOFT may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.
1.13 'Third Party Users' and 'Licensee' both mean, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You.
1.14 'Updates' means any bug fixes, patches and other modifications of the Software provided to You by AJOFT TECHNOLOGIES.
1.15 'Virtual Private Server' means a virtual server operating on a single physical server upon which multiple virtual servers may operate.
1.16 'You' or 'Your' means or refers to the individual or entity entering into this Agreement with AJOFT TECHNOLOGIES, whether or not such terms are capitalized in this Agreement.
1.17 'AJOFT' means AJOFT TECHNOLOGIES D/B/A OUTSHINE TECH PVT. LTD..
1.18 'HOTELARE Anonymous Usage Data' means all data collected by AJOFT TECHNOLOGIES in connection with the use of the Software by You or any Third Party Users, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the hardware upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, 'HOTELARE Anonymous Usage Data' may also include information collected by AJOFT from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.
1.19 'AJOFT Client Area' means AJOFT customer service, license management and Incident tracking system or such successor system as AJOFT may designate from time to time which. Only HOTELARE Licensees may access and use the AJOFT Client Area.

2. License.

2.1 License Grant. During the Term, solely within the Territory and subject to the terms and conditions of this Agreement, AJOFT grants You a limited, non-exclusive, license to (a) install and use the Software and (b) make a single back-up copy of the registered Software for archival purposes. The foregoing license is revocable, non-transferable, non-assignable and non-sub-licensable.

2.2 License Transfers. The Software is licensed only to You. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of AJOFT Limited. (For the avoidance of doubt, this license is only granted to one person or company and if more than one person or company wishes to use the Software, each user must purchase a separate license).

2.3 Restrictions of Use.

2.3.1 Installation of Software Package. The Software is licensed as a single product and none of the components in the Software may be separated for installation or use.

2.3.2 Single Domain. This Software is licensed to operate on only one domain.

2.3.3 Back-Up Copy. All backup copies must be an exact copy of the original Software. If You make a back-up copy of the Software, such copy must be in machine-readable form and You must reproduce on such copy all Intellectual Property Right notices and any other proprietary legends on the original copy of the Software.

2.3.4 No Derivative Works; Reverse Engineering. You may not alter, merge, modify, prepare derivative works based upon, adapt or translate the Software in any manner whatsoever. Additionally, You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to any human-readable form, or use the Software to develop any application having the same primary functions as the Software.

2.4 Monitoring of Software.

2.4.1 Audit by AJOFT. You agree that AJOFT may audit Your use of the Software for compliance with this Agreement at any time, upon reasonable notice. You agree to cooperate with AJOFT and any auditors selected by AJOFT to complete the audit including by providing access to any facilities in which the Software is used or stored, including without limitation the facilities which house the hardware upon which the Software is installed. In the event that such audit reveals any use of the Software by You other than in compliance with the terms of this Agreement, You shall reimburse AJOFT for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such noncompliance.

2.4.2 Authentication System. The Software contains technological measures that, working in conjunction with AJOFT computer servers, are designed to prevent unlicensed or illegal use of the Software (collectively, the 'Authentication System'). You acknowledge and agree that such Authentication System allows AJOFT to (among other things) (a) monitor use of the Software by You as set forth in Section 2.4.3 (HOTELARE Anonymous Usage Data); (b) suspend or disable access to the Software in whole or in part in the event of a breach of this Agreement; and (c) terminate use of the Software upon the expiration or termination of this Agreement. You agree not to thwart, interfere with, circumvent or block the operation of any aspect of the Authentication System, including any communications between the Software and AJOFT computer servers. For the avoidance of doubt, the Software will not operate unless AJOFT from time to time verifies the Software using the Authentication System which requires the exchange of information between You and AJOFT over the Internet.

2.4.3 AJOFT Anonymous Usage Data. You agree that, without further notice to You, AJOFT may use technological means to (a) monitor use of the Software as may be necessary to monitor for compliance with the terms of this Agreement; and (b) collect AJOFT Anonymous Usage Data. AJOFT reserves the right to copy, access, store, disclose and use AJOFT Usage Data indefinitely in its sole discretion; provided, however, that in the event that AJOFT collects information concerning which features of the Software are most often used by You, AJOFT will remove personally identifiable information (if any) from such data and copy, access, store, disclose and use such data solely for the purpose of improving the Software.

2.5 Data Protection Act 1998. AJOFT Limited undertakes to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provision of the Software and related support services by AJOFT Limited to You. Your name, address and other personal information as well as any personal data You supply to AJOFT Limited in order for AJOFT to provide the Software and related services related to You will be stored by AJOFT Limited on its computer system and may be made available to AJOFT staff and related third parties as required to allow the provision of support and any related services to be completed. Any third party that receives personal data from AJOFT Limited is under an obligation to process such personal data in line with the Data Protection Act 1998.

2.6 Updates. The Software may automatically download and install updates from time to time from AJOFT. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, completely new versions and additional products and services offered through or from the Software. You agree to receive such updates (and permit AJOFT to deliver these to You) as a condition to Your use of the Software.

2.7 License Exchange. You agree that this Agreement shall supersede any prior End-User License Agreement and between You and AJOFT applicable to the Software and that such prior End-User License Agreement is hereby terminated if (a) You previously purchased a license for the Software and are now purchasing a new license for the Software so that You may obtain additional technical support or updates during the Term of this Agreement; or (b) the copy of the Software You licensed with this Agreement is an upgrade to an earlier version of the Software. You may not continue to use the earlier version of the Software or transfer it to another person or entity.

3. Intellectual Property Rights.

3.1 Ownership. AJOFT owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) AJOFT Anonymous Usage Data; and (d) any and all Submissions (collectively, 'AJOFT IP Rights').

3.2 Trademarks; Domain Names. This Agreement does not authorize You to use the Trademarks. If You wish to use the Trademarks, You must obtain a written license to use the Trademarks from AJOFT. Additionally, You will not (a) assert any Intellectual Property Right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest AJOFT's ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name or sub-domain name, any trademarks, or any word, symbol or device, or any combination confusingly similar to, or which incorporates in whole or in part, any of the Trademarks.

3.3 No Implied License or Ownership. Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant You any right, title or interest, implied or otherwise, in or to the AJOFT IP Rights.

3.4 No Contest. You acknowledge and agree that the AJOFT IP Rights are and shall remain the sole and exclusive property of AJOFT. You agree that You shall never oppose, seek to cancel, or otherwise contest AJOFT's ownership of the AJOFT IP Rights or act in any manner that would or might conflict with or compromise AJOFT's ownership of the AJOFT IP Rights, or similarly affect the value of the AJOFT IP Rights. Whenever requested by AJOFT, You shall execute such documents as AJOFT may deem necessary or appropriate to confirm, maintain or perfect AJOFT's ownership of the AJOFT IP Rights. In the event AJOFT is unable, after using its reasonable endeavours (which shall not require AJOFT to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect AJOFT's ownership of the AJOFT IP Rights for any other reason whatsoever, You hereby irrevocably designate and appoint AJOFT as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect AJOFT's ownership of the AJOFT IP Rights with the same legal force and effect as if executed by You. In the event You become aware that any third party is, or may be, infringing the AJOFT IP Rights, You agree to notify AJOFT of such fact.

3.5 Proprietary Notices. Third party trademarks, trade names, product names and logos included in the Software may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.

3.6 Submissions. With respect to any feedback, suggestions or ideas ('Submissions') that You submit to AJOFT concerning the Software, or any of AJOFT's products or services, You agree that: (a) Your Submissions will automatically become the property of AJOFT, without any compensation to You; (b) AJOFT may use or redistribute the Submissions for any purpose and in any way; (c) AJOFT is not obligated to review any Submissions; and (d) AJOFT is not obligated to keep any Submissions confidential. In addition, any illegal, lewd, abusive, profane or otherwise disturbing submissions by You shall constitute a material breach of this Agreement giving rise to AJOFT's termination rights in Section 5.2.

4. Payments Refunds.

4.1 Payments. As a condition of the license granted to You pursuant to this EULA, You shall pay AJOFT the amount(s) set forth in Your Pricing and Term Agreement in accordance with the payment terms contained therein.

4.2 Refunds. Refunds are only issued for software failure. Refunds are not issued for server failure/issues, lack of features or if Your hardware does not meet the Software Requirements. Refunds are determined on individual circumstances and only issued once AJOFT's technical staff determines that AJOFT has a fault causing it to not run on Your hardware. Installation charges are not refundable under any circumstances. Refunds are not available after 1 month from purchase date.

5 Term and Termination.

5.1 Term. This Agreement shall be effective on the Effective Date and shall automatically expire at the end of the Term.

5.2 Termination. AJOFT may terminate this Agreement (a) in the event of Your breach of this Agreement (or a sublicensee's breach of a provision of a Third Party User's agreement relating to the Software or AJOFT) upon 30 days' notice to You if such breach remains uncured after the expiration of the 30 day notice period; (b) as set forth in Section 2.2; or (c) immediately without notice in the event of Your (or Your sublicensee's material breach of this Agreement. You acknowledge and agree that any breach by You (or any Third Party User) of the following provisions of the Agreement or any related provisions of a Third Party User's agreement relating to AJOFT or the Software shall each constitute a material breach: (i) use of the Software in excess of the license grant in Section 2.1 (License Grant); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of the Software in violation of Section 2 (License) or Section 9.8 (Assignment); (iii) any violation of Section 2.3 (Restrictions of Use) including without limitation Section 2.3.4 (No Derivative Works; Reverse Engineering); (iv) any violation of Section 2.4 (Monitoring of Software) including without limitation any attempt, whether successful or not, to thwart, interfere with, circumvent or block the operation of any aspect of AJOFT's monitoring of the Software; (v) any conduct inconsistent with the AJOFT IP Rights as set forth in Section 3 (Intellectual Property Rights); (vi) any breach of Section 4 (Payment); and (vii) any breach of Your warranties under Section 6.1 (Mutual Warranties). Additionally, a material breach by You of any agreement or contract between You and AJOFT, including without limitation a breach of AJOFT's Trademark Usage Policy, any applicable EULA, or the Technical Support Agreement shall be deemed a material breach of this Agreement and shall give rise to AJOFT's right to terminate as set forth in this Section 5.2. The foregoing list of material breaches is a non exclusive list.

5.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, (a) You must destroy all copies of the Software, including any back-up copy; (b) You must uninstall or delete the Software from the Licensed Server; and (c) AJOFT may without notice and in its sole discretion terminate, suspend or disable access to the Software by You or any Third Party User.

5.4 Survival. Sections 1 (Definitions), 2.4 (Monitoring of Software), 3 (Intellectual Property Rights), 4 (Payments), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive the termination or expiration of this Agreement for any reason.