This Keenetic RMM End User License Agreement (this "Agreement") constitutes a valid and binding agreement between Keenetic Limited, including all affiliates and subsidiaries ("Keenetic", "us", "our" or "we") and You (as defined below) of the Software (as defined below), including the Software installed onto any one of our Keenetic products (the "Product") and/or the Software legally obtained from or provided by an App Platform (as defined below) authorised by Keenetic. Keenetic and You shall be collectively referred to as the "Parties", and individually as a "Party".
BY USING THE SOFTWARE, USING THE PRODUCT HAVING THE SOFTWARE INSTALLED THEREIN, COPYING THE SOFTWARE, TRANSFERRING THE SOFTWARE, MODIFYING THE SOFTWARE, AND/OR INSTALLING THE SOFTWARE ONTO THE PRODUCT, ANOTHER COMPUTING DEVICE, AND/OR COMPUTER READABLE MEDIUM, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, DO NOT PERFORM ANY OF THE FOLLOWING: USE THE SOFTWARE, USE THE PRODUCT HAVING THE SOFTWARE INSTALLED THEREIN, COPY THE SOFTWARE, TRANSFER THE SOFTWARE, MODIFY THE SOFTWARE, AND/OR INSTALL THE SOFTWARE ONTO THE PRODUCT, ANOTHER COMPUTING DEVICE, AND/OR COMPUTER READABLE MEDIUM. FURTHERMORE, IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, IMMEDIATELY UNINSTALL AND PERMANENTLY DELETE THE SOFTWARE FROM ALL COMPUTING DEVICES AND COMPUTER READABLE MEDIUM THAT YOU OWN, CONTROL, OR USE, AND IF THE SOFTWARE IS SOFTWARE OR FIRMWARE EMBEDDED OR INSTALLED ON THE PRODUCT, YOU MUST STOP USING THE PRODUCT.
For the purposes of this Agreement, the following terms have the respective meanings set forth below. Words importing the singular include the plural and vice versa. All headings are for convenience only and shall not affect interpretation of this Agreement.
"App Platform" means a RMM digital distribution platform, service, store, channel, network, cloud, website, marketplace, or the like, for applications such as the Apple App Store or Google Play Store.
"Documentation" means any printed and/or electronic documentation, including those in written, audio, and/or video form, for the Software provided by and/or for Keenetic.
"Effective Date" means the first date on which You use the Software, use the Product having the Software installed therein, copy the Software, transfer the Software, modify the Software, or install the Software onto the Product, another computing device, or computer readable medium.
"IP Rights" means any and all intellectual property and proprietary rights existing from time to time anywhere in the world under any law or regulation, including without limitation any know-how, patent, utility model, copyrights, moral right, rights under unfair competition law, and any right or form of protection of a similar nature or having equivalent effect to any of the foregoing which may subsist anywhere in the world, and applications, renewals, extensions and restorations for any of the foregoing now or hereinafter in force or effect.
"Open Source Software" means any third party software, software component, software library, or the like, that is considered as open source software and subject to separate license terms and conditions from this Agreement.
"PPS" means Keenetic's Keenetic RMM Website terms of use, Keenetic RMM website privacy notice, which can be viewed at Legal Information section of the rmm.keenetic.com web site.
"Software" means any RMM software, programs, applications, or the like, other than the Open Source Software, that is installed onto the Product and/or legally obtained or provided from any App Platform authorised by Keenetic. RMM Software may include, but is not limited to: any and all firmware programs and associated files provided or obtained with respect to the Product; any and all software, programs, applications, and associated files provided or obtained with respect to the Product; any and all mobile software applications provided or obtained for installation on mobile computing devices; any and all modified versions of, upgrades to, and/or improvements to any of the foregoing (such as those provided via web-based updates); any and all subsequent versions, updates, and/or fixes of any of the foregoing; and/or any and all copies, modifications, and/or adaptations of any of the foregoing.
"Website" means a RMM website owned or authorised by Keenetic, including rmm.keenetic.com.
"You" or "Your" means, either an individual or a legal entity, the purchaser, recipient, user, end user, or the like, of the Software and/or the Product containing the Software.
2.1. Subject to the terms and conditions of this Agreement, Keenetic hereby grants You a limited, non-exclusive, non-transferrable, non-sublicensable, personal license, in only the country where you purchased the Product, to (each as applicable): install the Software onto the Product; use and/or operate the Software installed on the Product; install the Software onto a computing device that You own, control, and/or use for the sole purpose of configuring and/or operating the Product and/or the Software installed on the Product; and use and/or operate the Software as described in the Documentation.
2.2. All rights not expressly granted to You by Keenetic under this Agreement are hereby reserved by Keenetic.
2.3. You agree not to, and agree not to allow, authorize, and/or permit any third party to: (i) use the Software for any purposes other than in connection with the use, configuring, and/or operating of the Product and/or the Software installed on the Product (each as applicable); (ii) lease, sublicense, resell, rent, loan, redistribute, or otherwise transfer, whether for commercial purposes or otherwise, the Software or Documentation; (iii) modify, adapt or otherwise create derivative works from the Software or Documentation; (iv) reverse engineer, decompile, or disassemble the Product or the Software; (v) remove, alter, or obscure any copyright notice, attribution, or other proprietary rights notice on the Software or the Product; (vi) circumvent or attempt to circumvent any method, Software, or device, or the like employed by or for Keenetic to control or restrict access to components, Software, features, and/or functionality of the Product or the Software; (vii) use and/or operate the Software for any unlawful act and/or purpose; and (viii) use and/or operate the Software in any manner that would be considered as a breach of this Agreement.
2.4. If Your download, installation, use, and/or operation of the Software is subject to an App Platform’s terms of use, then in the event of any conflict or ambiguity between the terms of this Agreement and such App Platform’s terms of use, the App Platform’s terms of use will govern, but only to the extent necessary to resolve such conflict or ambiguity, and the terms of this Agreement will otherwise remain in full force and effect.
2.5. While Keenetic is not required to do so, Keenetic may provide You with updates, fixes, replacements, and/or supplements to the Software. Any Software provided by Keenetic that updates, fixes, replaces, and/or supplements the Software is governed by this Agreement, unless separate license terms are provided with such updates, fixes, and/or supplements, in which case such separate terms will govern.
The Software may contain, include, be linked to, be combined with, and/or function with the Open Source Software. The terms and conditions of the Open Source Software license are solely between You and the applicable licensor of the Open Source Software. In the event of any conflict or ambiguity between the terms and conditions of this Agreement and the Open Source Software license's terms and conditions, the Open Source Software license's terms and conditions will govern in respect to the Open Source Software, but only to the extent necessary to resolve such conflict or ambiguity, and the terms and conditions of this Agreement will otherwise remain in full force and effect.
All IP Rights in and to the Software and the Documentation are and shall remain the exclusive property of Keenetic, its suppliers, and/or licensors. Nothing in this Agreement intends to transfer any such IP rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights in and to the Software and the Documentation granted to You pursuant to this Agreement. Any unauthorized use of the IP Rights in and to the Software and the Documentation is a violation of this Agreement as well as a violation of laws and treaties relating to intellectual property rights.
Keenetic is committed to protecting your privacy. By using the Products and/or the Software, or providing us with Your personal information, You are accepting and consenting to the privacy practices, terms and conditions described in the Keenetic RMM website privacy notice.
You agree that Keenetic may collect and use technical information gathered as part of the Product support services or Product improvement related to the Software provided to You, if any, such as, including but not limited to IP address of your Keenetic Device, Service Tag (unique identification number of device), the device serial number, model number, current KeeneticOS software version and components list of device, date of your consent with Device privacy notice and End User License Agreement, user interface language, domain names booked for the Device with KeenDNS service. Keenetic may use this information solely to improve their products or to provide customized services or technologies to You and will not disclose this information in a form that personally identifies You. You agree that Keenetic has no responsibility or liability for the deletion of or failure to store any data or other information related to Your Product, Software or related Services. At all times Your information will be treated in accordance with Privacy Policy Statement (PPS).
Keenetic may provide to You or make available to You updates, upgrades, supplements and add-on components (if any) of the Software, including bug fixes, service upgrades (parts or whole), products or devices, and updates and enhancements to any software previously installed (including entirely new versions), (collectively “Update”) after the date You obtain Your initial copy of the Software to improve the Software and ultimately enhance Your user experience with Your Product.
This EULA applies to all and any component of the Update that Keenetic may provide to You or make available to You after the date You obtain your initial copy of the Software, unless we provide other terms along with such Update. To use Software provided through Update, You must first be licensed for the Software identified by Keenetic as eligible for the Update. After the Update, You may no longer use the Software that formed the basis for Your Update eligibility. The updated Software version may add new functions and, in some limited cases, may delete existing functions.
While the Update will be generally available, in some limited circumstances, the Software updates will only be offered by Your Internet Service Provider, and such Software updates will be governed by Your contractual relationship with Your Internet Service Provider.
With the "Automatic Software Updates" function enabled Your Product downloads and installs some Updates automatically from time to time. If You choose to disable the "Automatic Software Updates" function, then You can check the availability of new Updates by visiting "General System Settings" in the device menu and install it by clicking the "Install the Update" button. We recommend that You check availability of new Updates periodically for optimal use of Your Product. While using Keenetic mobile application if You want to avoid any use of mobile network data for the Update downloads, then You should choose the "Wi-Fi Only" option in the Settings of Your mobile device.
7.1. Term. This Agreement will be effective as of the Effective Date and will remain effective unless terminated pursuant to Section 7.2 below.
7.2. Termination. Keenetic may terminate this Agreement at any time. This Agreement automatically terminates if Keenetic determines or believes Your use of the Software and/or the Product involves or may involve fraud or any other illicit activity, or upon your failure to comply with terms and conditions of this Agreement and applicable law. Upon termination of this Agreement: (i) all licenses granted hereunder shall automatically terminate, (ii) You will immediately destroy any and all software, applications, programs and documentation that relate to the Software, including the Software, the Documentation, and all copies made or obtained by You, and otherwise cease use of the Software and the Documentation, (iii) if the Software has been installed on a computing device that you own, control, and/or use, You must uninstall the Software immediately, and (iv) if the Software is software or firmware embedded or installed on the Product, you must stop using the Product. Section 1 (Definitions), Section 2.2, Section 2.3, Section 2.4, Section 4 (Intellectual Property), this Section 7.2, Section 8 (Indemnification), Section 9.2, Section 10 (General Exclusions and Limitation of Liability), and Section 12 (Governing Law and Dispute Resolution) shall survive termination of this Agreement.
If Keenetic is the subject of a claim, becomes involved in a legal proceeding, and/or suffers any economic loss and/or damage related to, in connection with, or directly or indirectly arising out of Your violation of this Agreement, to the extent permitted by applicable law, You agree to indemnify, defend, and hold harmless Keenetic, its affiliates, associates, dealers, agents, suppliers, and its and their respective employees, officers, directors, agents, licensors, licensees, assigns, and representatives from and against any and all liabilities, claims, losses, costs and expenses (including legal costs on an indemnity basis).
To the fullest extent of applicable law, You agree to be responsible and liable to Keenetic, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents in respect of all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software and/or the Product pursuant to the terms of the Agreement.
9.1. Keenetic provides a limited warranty that the Software will substantially conform to Keenetic's published Specifications for Your Keenetic product on the Keenetic.com web site and will use commercially reasonable effort to, in Keenetic's sole discretion, either correct any nonconformity in the Software or replace any Software that fails to conform to Keenetic's published Specifications for the Keenetic product.
9.2. Except for this limited warranty on the Software, subject to Section 10 of this Agreement and to the maximum extent permitted by applicable law, the Software and any related programs and Documentation are provided to You "as is" and without any other warranties of any kind. Keenetic hereby disclaims and You waive all express or implied conditions, representations, and warranties, including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement or satisfactory quality, and any condition, representation, or warranty arising from a course of dealing, law, usage, or trade practice, in each case to the fullest extent permitted by applicable law. To the extent an implied warranty cannot be disclaimed, such warranty shall be limited in duration and scope to the applicable warranty period.
9.3. Some jurisdictions do not allow some of the exclusions or limitations as set forth above and so the foregoing limitations or exclusions may not apply to You.
10.1. To the maximum extent permitted by applicable law, in no event shall Keenetic, its affiliates, associates, dealers, agents, suppliers, and its and their respective employees, officers, directors, agents, licensors, licensees, assigns, and representatives be liable for any indirect, exemplary, punitive, special, incidental or consequential damages whatsoever (including but not limited to damages for loss of profits or revenue, for business interruption, for personal injury, for loss of privacy, for loss of ability to use any third party products or services, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever), regardless of the theory of liability (contract, tort, or otherwise) arising out of or in any way related to the use of, non-use of, or inability to use the Software. In no event shall the total aggregate liability of Keenetic, its affiliates, associates, dealers, agents, suppliers, and its and their respective employees, officers, directors, agents, licensors, licensees, assigns, and representatives to you for all damages exceed the price You paid for the Product. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. The foregoing limitations will apply even if any warranty or remedy provided by Keenetic fails of its essential purpose.
10.2. Some jurisdictions do not allow some of the exclusions or limitations as set forth above and so the foregoing limitations or exclusions may not apply to You.
11.1. Entire Agreement. This Agreement constitutes the entire agreement between Keenetic and You with respect to the Software and supersedes, cancels, and replaces in all respect all prior oral, written, and/or electronic agreements, representations, arrangements, understandings, and/or undertakings between the Parties with respect to the Software and shall not be changed except by written agreement signed by an authorised representative of Keenetic.
11.2. Amendment. Keenetic reserves the right to amend this Agreement at any time by providing such amended Agreement to You and/or publishing the amended Agreement on the Website. Your continued use of the Software and/or updates, fixes, supplements, and/or replacements thereof shall constitute Your acceptance to be bound by the terms and conditions of the amended Agreement.
11.3. Severability. In the event that one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall to the extent of such illegality or unenforceability be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.
11.4. Non-waiver. A failure of or delay by Keenetic at any time to exercise a right and/or remedy under this Agreement or to require performance of any provisions hereof shall not constitute a waiver of the right and/or remedy or waiver of any other rights and/or remedies, and shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing or signed by Keenetic. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
11.5. Translations. Keenetic may provide translations of this English language Agreement as a convenience to users. However, in the event of a conflict or inconsistency between this English language Agreement and any non-English versions, this English language Agreement shall govern.
11.6. Relationship of the Parties. Neither Keenetic, with respect to You, or You, with respect to Keenetic, is or is intended to be an agent of the other for any purpose whatsoever and nothing in this Agreement shall give rise to any relationship in the nature of agency between the Parties, and neither Party shall hold itself out as acting as agent for the other Party. Neither Party has the right to obligate or bind the other Party in any manner whatsoever.
12.1. Governing Law. This Agreement will be governed by the laws of the Hong Kong Special Administrative Region, without regard to the any conflict of law principles to the contrary.
12.2. Dispute Resolution. Any legal proceedings arising out of or relating to this Agreement will be subject to the non-exclusive jurisdiction of the courts in the Hong Kong Special Administrative Region, and each of the Parties hereto waives any objection to jurisdiction and venue of such courts. Nothing in this Section 12 shall be deemed to prohibit or restrict Keenetic from seeking injunctive relief or seeking such other rights and remedies as it may have at law or equity for any action or threatened breach of any Section of this Agreement.
For Open Source or GPL-related issues please contact us at gpl@keenetic.com
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