I. LIMITED USE LICENSE
Subject to the terms and conditions of this License Agreement and your agreement therewith, SENRI LIMITED hereby grants to you and you hereby accept a limited, non-exclusive, non-transferable license, for such time until either you or SENRI LIMITED terminates this License Agreement, to internally install and execute solely as a component of the Application (i) the Software and related explanatory materials (“Documentation”); and (ii) any Software upgrades, patches, subsequent versions, and updates (collectively, “Updates”) licensed to you by SENRI LIMITED. Except as may be expressly permitted by SENRI LIMITED, you may not sell, copy, exchange, transfer, publish, assign or otherwise distribute anything you copy or derive from the Underlying Software Code or the Applications Software.
In installing and using the Software and Application, you acknowledge that you have read, understand and agree with the terms of this License Agreement. You must also: (i) read, understand and agree to the SENRI LIMITED Service Level Agreement, (the “Service Level Agreement”), which are and incorporated herein by reference; (ii) provide SENRI LIMITED with the registration details required to operate the application (you’ll need to provide us with registration information which contains your full names, password and user name/account name to complete the registration”) (as further explained in the Service Level Agreement); and (iii) meet the hardware and connection requirements to run the software and Application and the related webpages, all of which are hereafter referred to singly and collectively as, the “Site”); (iv) allow SENRI LIMITED complete and unfettered access to the GPS co-ordinates on your devices. These requirements may change as the software evolves.
III. ADDITIONAL LICENSE LIMITATIONS
The limited license granted to you in Section I is subject to the additional limitations set forth below in this Section III. Any use of the Software in violation of the license limitations set forth below is an unauthorized use of the Software outside of the license granted to you in Section I, and will be regarded as an infringement of the license terms and copyrights SENRI LIMITED or its licensors holds in and to the Software. You agree that you will not, under any circumstances:
A. Sell, lease, rent, loan, sublicense or otherwise transfer the Software, or grant a security interest in or transfer reproductions of the Software or the Application, to a third party;
B. Copy, photocopy, reproduce, translate, reverse engineer, decompile, derive source code from, or disassemble, in whole or in part, the Software or the API, or create derivative works based on the software, or use third party image and video capture software to capture the output of the Software as audio, video and/or still image files for any reason pursuant to the Service Level Agreement and any applicable SENRI LIMITED policies;
C. Modify or cause to be modified any files that are part of the Software in any way not expressly authorized by SENRI LIMITED;
D. Make use of, or cause any other person or entity to make use of, the Software or the Application for any purpose other than what it has been licensed for, including but not limited to (i) providing to other entities not licensed by SENRI LIMITED access to the software; except such transactions as may be authorized by SENRI LIMITED and conducted via services provided by SENRI LIMITED; or
E. Use any unauthorized third-party programs that interact with the Software in any way, including but not limited to, “mods,”, “hacks,” “cheats,” “scripts,” “bots,” “trainers,” or automation programs, or any third-party programs that intercept, emulate or redirect any communication between the Software and SENRI LIMITED, or that collect information about the software by reading areas of memory used by the Software to store information about the Application.
All rights and title in and to the Software and the Application, and all content included therein (including, without limitation, Accounts, computer code, titles, objects, artifacts, artwork, graphics, structural or landscape designs, animations, sounds, musical compositions and recordings, audio-visual works, and methods of operation) are owned by SENRI LIMITED or its licensors. The Software and the Application and all content therein are protected by Kenyan, Japanese, and other international intellectual property laws. SENRI LIMITED and its licensors reserve all rights in connection with the Software and the Application, including, without limitation, the exclusive right to create derivative works therefrom, except as expressly permitted by SENRI LIMITED. You acknowledge and agree that you have no interest, monetary or otherwise, in any feature or content contained in the APPLICATION. You further acknowledge and agree that you shall have no ownership or other property interest in the software, and you acknowledge and agree that all rights in and to the software are and shall forever be owned by and inure to the benefit of SENRI LIMITED. Data generated by the Software remains the property of the Licensee. Please see the Non-Disclosure Agreement for a complete espousal of all of SENRI LIMITED and its Licensee ownership rights.
V. CODE OF CONDUCT
While using the Software and/or the APPLICATION, you agree to comply with all applicable laws, rules and regulations. You also agree to comply with certain additional rules that govern your use of the Software (the “Code of Conduct”). The Code of Conduct is not meant to be exhaustive, and SENRI LIMITED reserves the right to modify this Code of Conduct at any time, as well as take any appropriate disciplinary measures including Account termination and deletion to protect the integrity of the Application, regardless of whether a specific behaviour is listed here as prohibited. Appropriate notices will be issued By SENRI LIMITED to the User before any deletion is undertaken. The following are examples of behaviour that warrant disciplinary measures:
A. Impersonating any person, business, or entity, including an employee of SENRI LIMITED, or communicating in any way that makes it appear that the communication originates from SENRI LIMITED
B. If Reported To SENRI Limited that an end user is posting identifying information about an underage person without consent from their parents/guardians, in the APPLICATION;
D. Removing, altering or concealing any copyright, trademark, patent or other proprietary rights notices of SENRI LIMITED contained in the APPLICATION and/or the Software. You also may not transmit content that violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, personal rights or other proprietary or non-proprietary rights;
E. Transmitting or communicating any content which, in the sole and exclusive discretion of SENRI LIMITED, is deemed offensive and or unlawful in your country of residence, including, but not limited to, language that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;
F. Transmitting or facilitating the transmission of any content that contains a virus, corrupted data, trojan horse, bot keystroke logger, worm, time bomb, cancelbot or other computer programming routines that are intended to and/or actually damage, detrimentally interfere with, surreptitiously intercept or mine, scrape or expropriate any system, data or personal information;
VI. CONSENT TO MONITORING
When you are using the Software, the Software may monitor your computer’s random access memory (RAM) for unauthorized third party programs prohibited by Section III that interact with the Software and/or the Application. In the event that the Software detects such an unauthorized third party program, information may be communicated back to SENRI LIMITED, including the name of your Account, your internet protocol (IP) address, details about the unauthorized third party program detected, and the time and date that the unauthorized third party program was detected, along with the hardware specs and performance characteristics of your computer, with or without additional notice to you. No other information about you or your computer will be communicated to SENRI LIMITED with the Software. If the Software detects the use of an unauthorized third party program, your access to the Software may be terminated by notice to you.
Each time you log in to the Application, you hereby give your full and unfettered consent to SENRI LIMITED to collect and monitor the device.
VII. UPDATES AND MODIFICATIONS
A. The Software. SENRI LIMITED may provide Updates to the Software that must be installed for you to continue to use the Application. Each time you launch the Application, you hereby give your consent to SENRI LIMITED to remotely install any Updates to the Software that resides on your device, with or without additional notice to you.
B. License Agreement. SENRI LIMITED reserves the right, in its sole and absolute discretion by notice to you to revise, update, change, modify, add to, supplement, or delete certain terms of this License Agreement as the APPLICATION and the law evolve (“Changes”); provided, however, that material changes to this License Agreement will not be applied retroactively. Such Changes will be effective upon your acceptance. You are deemed to have accepted the changes if you continue to use your Account, the Application or the Software after the Changes are made. If any Changes to this License Agreement are unacceptable to you or cause you to no longer be in agreement or compliance with this License Agreement, or if at any time you no longer agree with any portion of the then-current version of this License Agreement, we reserve the right to terminate this License Agreement pursuant to our right of termination under clause VIII and you have the right to terminate this Agreement under clause VIII. If the Software requires an Update at the time you launch the Application, you may have the opportunity to review and to accept or reject the current version of this License Agreement.
C. SENRI End USER. Any End User may have the option of logging out of the Application either at the behest of the Licenced Entity of through their own actions. SENRI LIMITED does not allow any deletion of the data collected by any employee/agent/individual and/or contactor that might operate the application on behalf of the Licenced Entity. If the SENRI End User or Licenced Entity intends to log out of any device they may contact the Licensed Entity or SENRI Limited respectively as soon as possible to do so or do so themselves.
SENRI Limited can be contacted at email@example.com.
VIII. TERMINATION OF LICENSE AGREEMENT
This License Agreement is effective until terminated. You may terminate this License Agreement at any time and for any reason by notifying SENRI LIMITED of your intention to terminate. SENRI LIMITED may terminate this License Agreement at any time, for any reason or no reason. Termination by SENRI LIMITED will be effective upon notice to you, termination or deletion of your Account, or its decision to permanently discontinue offering and/or supporting the software. Upon termination, whether by you or SENRI LIMITED, the license granted to you in Section I shall immediately terminate, and you must immediately and permanently remove the Software from your devices and destroy any and all copies of the Software that may be in your possession.
IX. TERMINATION OF SERVICE OF THE APPLICATION AND SOFTWARE
The Application is a location tracking productivity tool that must be used over the internet through a service provided by or on behalf of SENRI LIMITED. You acknowledge and agree that SENRI LIMITED, in its sole and absolute discretion, may stop providing support for or access to the Application at any time, for any reason or no reason. You also agree that SENRI LIMITED may change, modify, suspend, discontinue, or restrict your access to any features or parts of the Application and Software at any time without notice or liability to you. According to the Service Level Agreement, you acknowledge that you have no interest, monetary or otherwise, in any feature of the Software or the Application. You further agree to SENRI LIMITED deleting the data collected after seven years without further notice to you.
X. EXPORT CONTROLS
The Software is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of Japan relating to the Software and its use. The Software may not be re-exported, downloaded or otherwise exported to, or downloaded or installed by, a national or resident of any country to which Japan has embargoed goods. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
XI. WARRANTY DISCLAIMER
SUBJECT TO ANY RIGHTS WHICH YOU MAY HAVE UNDER THE LAW, THE APPLICATION (INCLUDING WITHOUT LIMITATION THE SOFTWARE AND THE DOCUMENTATION) IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE LAW, SENRI LIMITED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE APPLICATION OR THE SOFTWARE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE APPLICATION AND/OR THE SOFTWARE. SUBJECT TO ANY REMEDIES WHICH YOU MAY BE ENTITLED TO UNDER THE LAW, SENRI LIMITED DOES NOT WARRANT THAT THE APPLICATION AND/OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE APPLICATION AND/OR THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APPLICATION AND THE SOFTWARE.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SENRI LIMITED FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES AND COSTS (INCLUDING ADVOCATES’ FEES) THAT DIRECTLY OR INDIRECTLY ARE ATTRIBUTABLE TO YOUR FAULT AND ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE APPLICATION AND/OR THE SOFTWARE, OR ANY VIOLATION BY YOU OF ANY OF THE PROVISIONS OF THIS LICENSE AGREEMENT. SENRI LIMITED reserves the right, at its own expense and in its sole and absolute discretion, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with SENRI LIMITED in asserting any available defences.
XIII. LIMITATION OF LIABILITY
UNLESS OTHERWISE REQUIRED BY LAW, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL SENRI LIMITED BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING FROM YOUR USE OR MISUSE OF THE SOFTWARE AND/OR THE APPLICATION, EVEN IF SENRI LIMITED KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, SENRI LIMITED SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE TO ANY INFORMATION STORED BY THE APPLICATION. SENRI LIMITED SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE.
Notwithstanding the aforementioned limitations of liability nothing in this agreement shall limit SENRI LIMITED’ liability (i) for damage from injury to life, body or health due to negligent breach of duty or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of SENRI LIMITED or (ii) for other damage arising from a grossly negligent breach of duty by SENRI LIMITED or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of SENRI LIMITED; (iii) for intentional misconduct; (iv) for damage arising from a negligent breach of an obligation that is essential for the performance of the contract by SENRI LIMITED (“Cardinal Duties”) to the extent that is typical and foreseeable; (v) for any guarantee given by SENRI LIMITED to you; and (vi) for any liability under a jurisdiction’s applicable product liability legislation.
Because certain states or jurisdictions do not allow the exclusion or the limitation of liability, in such states or jurisdictions, the liability of SENRI LIMITED shall be limited to the fullest extent permitted by applicable law.
XIV. EQUITABLE REMEDIES
You hereby acknowledge and agree that SENRI LIMITED would suffer irreparable harm if this License Agreement were not specifically enforced. Consequently, in addition to such monetary and other relief as may be recoverable at law, you agree that SENRI LIMITED shall be entitled to specific performance or other injunctive relief, without bond, other security, or proof of damages (unless otherwise required in your jurisdiction), as remedy for any breach or threatened breach of this License Agreement. Additionally, in the event any legal or administrative action or proceeding is brought by either party in connection with this License Agreement and consistent with Section XV below, the prevailing party in such action or proceeding shall be entitled (subject to any court order) to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party as the result of the action or proceeding.
XV. LEGAL DISPUTES
A. Negotiations. Disputes can be expensive and time consuming for both parties. In an effort to accelerate resolution and reduce the cost of any dispute or claim related to this License Agreement (“Claim”), you and SENRI LIMITED agree to first attempt to informally negotiate any Claim for at least thirty (30) days (except those Claims expressly excluded in Section XV.B below). SENRI LIMITED will send its notice to the address it has on file to the extent that you have provided additional contact information to SENRI LIMITED (e.g. by participating in a promotion or survey, or contacting a customer services representative). Otherwise, SENRI LIMITED will send its notice to the email address associated with your Account. You will send your notice to SENRI LIMITED, Ltd, Attn: Legal Department. Please note that this informal resolution procedure does not suspend any statutory limitation periods applicable to the bringing of a Claim. B. Exceptions to Negotiations. To the extent permitted under applicable law, you and SENRI LIMITED agree that the following Claims are not subject to the above provisions concerning negotiations: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or SENRI LIMITED’ intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. To the extent applicable, you further agree not to bring Claims on a representative or class member basis. In addition to the foregoing, either party may assert an individual action in small claims court (or equivalent) for Claims that are within the scope of such courts’ jurisdiction in lieu of litigation. C. Governing Law. Except as otherwise provided in this License Agreement, this License Agreement shall be governed by, and will be construed under, the laws applicable in your Service Level Agreement, without regard to conflict of law principles. Other laws may apply if you choose to access the APPLICATION from outside your country. In such an event, those local laws shall affect this License Agreement only to the extent necessary in that jurisdiction, and this License Agreement shall be interpreted to give maximum effect to the terms and conditions in this License Agreement. You are responsible for compliance with all local laws if and to the extent local laws are applicable. Notwithstanding anything to the contrary in this License Agreement, if the Act applies then you may have other rights or remedies as set out in the Act which may apply in addition to or instead of those set out in this License Agreement.
Except as otherwise expressly provided herein, all notices given by you or required under this Agreement shall be in writing and addressed to: SENRI LIMITED, Ltd., Tokyo, Japan. All notices given by SENRI LIMITED under this Agreement are validly given if sent to you to the address it has on file to the extent that you have provided additional contact information to SENRI LIMITED.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT BY CLICKING “ACCEPT” AND/OR INSTALLING THE SOFTWARE AND USING THE APPLICATION, YOU ARE ACKNOWLEDGING YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
EFFECTIVE FROM JULY 10TH , 2022.