PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. WELCOME TO OPENBUSINESS (THE "SOFTWARE"), DEVELOPED BY OPENWORLD LIMITED, A COMPANY REGISTERED WITH LIMITED LIABILITY IN THE REPUBLIC OF KENYA. BY CLICKING THE "I AGREE TO THE TERMS AND CONDITIONS" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW (HEREINAFTER REFERRED TO AS “TERMS AND CONDITIONS” OR THE "AGREEMENT") GOVERNING YOUR USE OF THE SOFTWARE. WE MAY REVISE THE TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. 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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DO NOT ACCEPT" BUTTON AND DO NOT REGISTER TO USE THE SOFTWARE.
- The Software Service
- The Software includes, but is not limited to, a simple and easy to use integrated business suite containing: HR/People, Payroll, Tax, Accounts, POS (Inventory), Online Shop (Publicly published POS/Inventory), and CRM Modules.
- Access to the Software is provided via an ASP (Applications Service Provider) model, in which the Software is hosted on servers of OPENWORLD on Amazon Web Services (AWS).
- The features of the Software may change over time and the Terms and Conditions herein and as amended apply regardless of any change in the features of the Software.
- License Grant and Restrictions
OPENWORLD Limited hereby grants to you a non-exclusive, non-transferable worldwide right in terms of a license to use the Software during the term of this Agreement only in accordance with these Terms and Conditions and the applicable end user documentation, if any.
- Access to the Software
- During the term of this Agreement, provided that you have paid all fees due and owing and are in compliance with these Terms and Conditions , you will be able to access the Software by going to the designated website and app. There you will be prompted for your login and password information and, if correct, you will have access to the Software.
- Restrictions on use of the Software Service
- No Title or Ownership. This License does not provide you with title or ownership to the Software, or any part thereof, but this License is only for the limited right to use the Software in accordance with these Terms and Conditions and the applicable end user documentation, if any. You acknowledge that OPENWORLD Limited retains exclusive ownership throughout the world of the Software, any portions or copies thereof, and all rights therein.
- Use Restrictions. You shall not use the Software or any part thereof for any purpose other than for the purposes set forth herein, nor shall you have any rights whatsoever to decompile, reverse engineer, copy, make backups, disassemble, modify, alter, change, create derivative works, include in other intellectual property, or translate the Software, or any part thereof, in any manner.
- No Transfer. You shall not rent, lease, sublicense, assign, distribute, export, or otherwise transfer the rights of access or use to the Software, or any part thereof.
- No Resale. This is not a license for the resale of the Software, and you cannot resell the Software or any functionality of Software.
- No Publication or Disclosure to Third Parties: Because the Software is proprietary, you agree not to publish or disclose to third parties any evaluation of the Software without prior written consent from OPENWORLD Limited.
- No Access for competition, for monitoring performance or benchmarking. You may not access the Software if you are a competitor of OPENWORLD Limited, except with OPENWORLD Limited’s prior written consent. In addition, you may not access the Software for purposes of monitoring its performance or functionality, availability, or for any other benchmarking or competitive purposes. You may use the Software only for your internal business purposes subject to the Terms and Conditions.
- Intellectual Property
- Ownership by OPENWORLD Limited. OPENWORLD Limited owns all intellectual property rights in and to the Software, and all rights that subsist in the Software, throughout the world and in perpetuity, including but not limited to copyrights, patents and trade secrets. No provision of this Agreement shall be construed to transfer or assign any such rights to you.
- Reservation of Rights. You acknowledge that the Software is a commercially valuable, proprietary product of OPENWORLD Limited, the design and development of which reflect the effort of skilled experts and the investment of considerable time and resources. You acknowledge that OPENWORLD Limited reserves all rights and benefits afforded under intellectual property and trade secret law in and to the Software and all versions and portions thereof, and retains all ownership, right, title and interest in and to Software, and in all portions of the thereof, including but not limited to trade secrets, know‑how, methodologies, processes, copies, derivative works and upgrades.
- Your Ownership. You shall own exclusively throughout the world and in perpetuity all data inputted into and generated by the Software.
- Trademarks and Trade Names. “OPENWORLD”, “OPENBUSINESS” and any other OPENWORLD Limited’s trademarks or trade names, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of OPENWORLD Limited. Any unauthorized use of such trademarks and trade names is unlawful. Other trademarks and trade names appearing on the website are owned by respective third-parties.
- Comments and Suggestions. Any comments and suggestions that you provide related to Software, including but not limited to creative ideas or inventions, in whole or in part, shall be the sole and exclusive property of OPENWORLD Limited. OPENWORLD Limited shall own exclusively all now known or later discovered rights related to the comments and suggestions, and shall be entitled to unrestricted use of the comments and suggestions for any purpose whatsoever, without compensation to you. No part of the comments and suggestions shall be subject to any obligation of confidence and the OPENWORLD Limited shall not be liable for any use or disclosure.
- Proprietary Legends. You shall not remove or conceal the copyright notices and proprietary legends of OPENWORLD Limited as they appear on the Software.
- Billing, Charges, Payment and Renewal
- OPENWORLD Fees for use of the Software are paid upfront on a monthly, quarterly, or yearly basis as selected by you. You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
- Fees are based on OPENWORLD’s then current fee schedule for the Software provided on the signup page which may be amended from time to time in OPENWORLD’s sole discretion. This amount is exclusive of all taxes, levies, or duties imposed or to be imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
- You agree to provide OPENWORLD with complete and accurate billing and contact information. This information includes your name, legal company name (if applicable), street address, email address, and required information of your authorized billing contact. You agree to immediately update this information as necessary. If the contact information you have provided is false or fraudulent, OPENWORLD reserves the right to terminate your access to the Software as well as seek any legal remedies available.
- All charges will be billed in Kenya Shillings and all payments will be made by you by using Direct Deposit. You authorize a recurring charges to your Bank Account on a monthly, quarterly or yearly basis. , If during the term of this Agreement you believe your bill or invoice is inaccurate, please contact us in writing within 15 days of the billing date. Mail to: email@example.com
- Cancellation and Refunds
Cancellation requests must be made at least thirty (30) days before the recurring payment date in order to avoid automatic renewal and the related billing charges according to the renewal schedule. You may cancel from within your OpenBusiness account or by contacting our support team. No refunds shall be made in cases of cancellation for a payment period that is already under progress.
- Non-payment and Suspension
- OPENWORLD reserves the right to suspend or terminate this Agreement and your access to the Software if your account in not paid within 15 days of the recurring payment due date. If you or OPENWORLD initiates termination of this Agreement, you will be obligated to pay the balance due on your account in accordance with the Charges and Payment section above. You agree that OPENWORLD may charge such unpaid fees to your billing contact or otherwise bill you for such unpaid fees.
- OPENWORLD reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Software. The reconnection fee shall be as set out in Administration section of your account. You agree and acknowledge that OPENWORLD has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more delinquent.
- Passwords and Security
- You are responsible for maintaining the confidentiality of any username and password(s) you have selected to access the Software, are fully responsible for maintaining the confidentiality of your username and password and for all activities that occur under your username and password(s).
- You agree to notify OPENWORLD immediately of any unauthorized use of your password(s).
- Customer Data
- For the purposes of this Agreement, Customer Data means all electronic data or information submitted by you to use or during the use of the Software. All Customer Data is owned exclusively by you. OPENWORLD Limited may access your User accounts, including Customer Data, solely to respond to service or technical problems at your request. OPENWORLD Limited shall not disclose or use any of your Customer Data for any purpose outside the scope of these Terms and Conditions, except with your prior permission.
- Notwithstanding the above clause, in the event OPENWORLD Limited is legally compelled by judicial procedure, third-party subpoena, or other governmental demand, to disclose any Customer Data, it shall take steps to provide you with notice thereof prior to any such disclosure, and shall cooperate with you should You seek to obtain a protective order or other appropriate remedy in advance of such disclosure. OPENWORLD shall have no duty to provide you with such notice, however, unless you have provided to OPENWORLD Limited appropriate contact information for such purpose, and such information is up-to-date when needed. OPENWORLD Limited shall use its best efforts to contact you in the event that your Customer Data is the subject of such demand for disclosure, but assumes no liability in the event of a failure to do so.
The Software contains trade secrets and proprietary know-how belonging to the Company and it is being made available to you in strict confidence. Any use or disclosure of trade secrets and proprietary know-how, including but not limited to its algorithms, protocols, or interfaces, are confidential and may not be disclosed to any third-party.
- Termination of Use
- You agree that OPENWORLD Limited may, in its sole discretion, terminate your access to the Software and any account(s) you may have in connection with the Software at any time for actions undertaken by you in violation of these Terms and Conditions or applicable laws or regulations.
- Upon any termination of this Agreement with OPENWORLD Limited, you shall immediately cease using the Software.
- OPENWORLD Limited shall retain the data you have as part of the Software for no longer than _8 (eight)_ years after the Agreement is terminated.
- Third-Party Web Sites, Content, Products and Services
- The Software provides links to websites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Software. You agree that OPENWORLD Limited is not responsible for the availability of, and content provided on, third-party websites. You should refer to the policies posted by other Web sites regarding privacy and other topics before you use them. You agree that OPENWORLD Limited is not responsible for third-party content accessible through the Software, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content.
- If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that OPENWORLD Limited is not responsible for: (i) the quality of third-party products or services; and (ii) fulfilling any of the terms of your Agreement with the third-party, including delivery of products or services and warranty obligations related to purchased products or services. You agree that OPENWORLD Limited is not responsible for any loss or damage of any sort you may incur from dealing with any third party.
- Ownership and License. OPENWORLD Limited warrants and represents it is the owner of the Software or otherwise has the right to grant this License without violating any rights of any third party, and there is currently no actual suit or threatened claim by any third party based on an alleged violation of such rights.
- Limited Warranty. OPENWORLD Limited warrants, for only your benefit, that the Software will conform in all material respects to applicable description.
- Exclusive Remedy. As the exclusive remedy for any nonconformity or defect in the Software for which OPENWORLD Limited is responsible, OPENWORLD Limited shall utilize its best efforts to correct or cure such nonconformity or defect. However, OPENWORLD Limited shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Solution if the Software has been misused or damaged in any respect or OPENWORLD Limited has not been notified of the existence and nature of such nonconformity or defect promptly upon its discovery.
- EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SOFTWARE, AND ALL CONTENT, MATERIALS, INFORMATION PRODUCTS AND SERVICES PROVIDED BY AND WITH THE SOFTWARE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OPENWORLD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OPENWORLD MAKES NO WARRANTY THAT: (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR ANY SERVICES OFFERED WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR EXPECTATIONS.
- ANY USE OF THE SOFTWARE IS UNDERTAKEN AT YOUR OWN DISCRETION AND RISK. OPENWORLD SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SOFTWARE. SOFTWARE. OPENWORLD RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SOFTWARE AT ANY TIME WITHOUT NOTICE.
- INTERNET DELAYS
ACCESS TO AND USE OF THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. OPENWORLD Limited IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL OPENWORLD BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SOFTWARE. OPENWORLD LIMITED TOTAL LIABILITY IN ALL CASES SHALL NOT EXCEED THE AVERAGE OF ONE MONTH'S PAYMENT OVER THE TIME THIS AGREEMENT WAS IN EFFECT. .
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS OPENWORLD LIMITED, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SOFTWARE.
- Injunctive Relief
- The parties acknowledge that a breach or threatened breach of the paragraphs relating to ownership of intellectual property and Confidential Information will cause great and irreparable injury and damage to OPENWORLD Limited, which cannot be reasonably or adequately compensated by damages at law.
- Accordingly, the parties acknowledge that equitable remedies, including but not limited to a temporary or preliminary injunction, shall be available to OPENWORLD Limited in the event of such a breach or a threatened breach, in addition to money damages or other legal or equitable remedies.
- Relationship of the Parties
- Independent Contractor. The relationship between OPENWORLD Limited and you is that of an Independent Contractor, and nothing in this Agreement is intended, nor should be construed, to create a partnership, joint venture, employment, agency or any other business relationship.
- No Authorization. Neither party is authorized to make any representation, contract or commitment on behalf of the other party unless specifically authorized in writing.
An integral part of the consideration OPENWORLD Limited derives from this Agreement is the right to publicize its relationship with You; accordingly, OPENWORLD Limited shall have the right in all of its marketing materials to publicize its relationship with You. You shall have the right to request reasonable changes to such marketing materials if the marketing materials reflect you in a negative light or are inconsistent with your specific branding guidelines.
- Enforcement and Applicable Laws
All matters relating to your access to, and use of, the Software shall be governed by the Laws of the Republic of Kenya. Any legal action or proceeding relating to your access to, or use of, the Software shall be instituted in a courts of the Republic of Kenya. You agree to submit to the jurisdiction of, and agree that venue is proper in any such legal action or proceeding.
- Force Majeure
OPENWORLD Limited shall be excused from delays in performing or from its failure to perform to the extent that such delays or failures result from causes beyond OPENWORLD Limited’s reasonable control or are the result of an Act of God.
- General Provisions
- If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This is the entire Agreement between OPENWORLD and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.
- The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
- If any provision of this Agreement shall be held to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.
- The failure of either party to claim or assert a right under this Agreement will not be deemed a waiver thereof unless a time limit is provided in this Agreement for the exercise of such rights. Any waiver, whether express or implied of any provision of this Agreement shall not constitute a continuing waiver of such provision or of any other provision of this Agreement.
- This Agreement is personal to you and may be assigned or transferred to any third party.
- The provisions and covenants set forth in this Agreement are made solely for the benefit of the parties to this Agreement and not for the benefit of any other third-party, and no other third-party shall have any right to enforce these Terms and Conditions.
- Copyright Information
Copyright© 2012-201722, OPENWORLD Limited. All rights reserved.