We develop our software and you want to use it for your security or home automation purposes. This end user licence agreement contains goods in the form of a licence to use our software. This licence is subject to conditions and you will be liable for breach of this licence if you use our software contrary to these conditions. You give us the right to audit your use of our software. If we find through an audit or in any other way that you have breached this licence, then you will be liable to pay us damages and penalties specified in this licence.
This End User Licence Agreement (EULA) regulates your use of our software. By loading the software onto a computer or by exercising the rights granted to you in this EULA, you accept and agree to be bound by the terms of this EULA.
This agreement is between you, the individual or organisation that uses our software, and us, the owner of the software. We are Sentian (Pty) Ltd.
4. Our software
Our software includes:
• the computer programs embedded on our hardware (a single Sentian Smart Hub),
• our mobile app available to you free of charge on various mobile systems, including Android and iOS, and
• the website browser application (webapp),
• any related documentation associated with this licence we provide to you, and
• all upgrades, enhancements, push – notifications, cloud software, system updates, bug fixes,
but excludes any third party software (or open source software) (the software).
5. Our intellectual property rights
We own copyright and other intellectual property rights in our software. Our software belongs to us and not to you.
6. Grant of licence
If you agree to the terms of this agreement, then we grant you this licence to use our software subject to the licence conditions set out below. You will then have the right to use the software subject to the conditions. But, you may not use our software as if you own any rights in it. We do not grant you any licence to use our software if you do not agree to the terms of this agreement.
7. Duration of licence
This license starts to apply when you accept it and continues to apply until it terminates.
8. Licence conditions
8.1 Non-exclusive. Your right to use our software is non-exclusive. We may give anyone else the same or any other right to use our software.
8.2 Non-assignable. Your right to use our software is non-assignable. You may not transfer the right to anyone else.
8.3 Use. Your right to use our software is only for your own security or home automation purposes. You may not use the software for any other purposes. You may not use our embedded software on any other hardware.
8.4 Duration. Your right to use our software is only for the duration of this agreement. You may not use the software before or after the duration of this agreement.
8.5 Licence keys. If our software has licence keys, you may only use our software related to each licence key in the manner described in this licence. If you use software related to a licence key in any other way, you acknowledge that any additional copies of our software associated with that licence key will constitute proof of reproduction and duplication.
8.6 Licence fees. Your right to use our software depends on payment of the licence fees related to that licence. You will not have the right to use our software if the customer responsible for paying the associated licence fees (who may or may not be you) has not paid them.
9. Breach of licence
You will be in breach of the licence to use our software if you use it contrary to the conditions set out above.
We may call upon you in writing to check yourself whether you have breached this license to use our software. If we do, you must reply in writing by the due date we specified in the written email communication to you. Your reply must contain sufficient information to allow us to assess whether you are complying with our software licence conditions or not.
11.1 Right to audit. You give us the right to audit you to check whether you have breached this licence to use our software. This includes the rights to:
• access your premises;
• make copies of data on your equipment;
• interview you; or
• monitor your use of our software.
11.2 Notice of audit. We may exercise our right to audit you:
• on reasonable written notice to you; or
• without any notice to you if we have reason to believe that you have breached the conditions of this licence.
11.3 Appointment to audit. We may appoint any third party to carry out our right to audit you on our behalf. This includes the BSA Business Software Alliance, Inc (www.bsa.org).
11.4 Cooperation with audit. You will cooperate with us or any third party that we appoint to carry out our right to audit you. This includes:
• replying to any correspondence promptly;
• not trying to hide the fact that you have not complied with the conditions in licences to use our software; and
• quickly and accurately complying with all audit requirements we communicate to you.
12.1 Introduction. We value your feedback about our software. It helps us improve it for you and our other users. But, please ensure that your feedback does not contain any unsolicited ideas. The purpose of this restriction is to avoid potential misunderstandings or disputes if our software incorporates an idea similar to an unsolicited idea that you submitted to us in your feedback.
12.2 Definitions. In this clause:
• feedback means any comments or suggestions you send us or post on a website that we control related to our software; and
• unsolicited ideas means any original intellectual property related to our software or new goods or services that we have not asked you for in writing.
12.3 No obligation to you. We are not obliged to compensate or credit you for your feedback in any way unless we have a written agreement with you to do so.
12.4 Your obligation to us. When you submit your feedback to us, you:
• grant to us a perpetual, non exclusive, royalty free licence to use, reproduce and, modify your feedback for any purpose related to our goods or services;
• agree to deliver all documents and perform all actions necessary to ensure that our rights to use, reproduce, and modify your feedback are effective and enforceable; and
• give up any claim that our use, reproduction, or modification of your feedback violates any of your rights, including your intellectual property rights or your moral rights (the rights not to have your work distorted and to be credited for your work).
12.5 Submission. You can submit any feedback to us by email to firstname.lastname@example.org or through any of our other feedback channels.
12.6 Ideas. Please send us your contact details at email@example.com if you have an unsolicited idea. Please do not send us anything related to the actual unsolicited idea. We may contact you directly for more information about your unsolicited idea, but are under no obligation to do so.
13. Intellectual property
13.1 Retention of rights. We have created, acquired or otherwise obtained rights in our technology and despite anything contained in the agreement, we will own all right, title, and interest in our software. You do not obtain any intellectual property rights in our software.
13.2 Use of our technology. If we utilise any of our technology in connection with our performance under an order, our technology will remain our property and you will not acquire any right or interest in it.
13.3 Trademarks. Our logo and sub-logos, marks, and trade names are our trademarks and no person may use them without permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner.
13.4 Copyright notice. You agree not to remove, delete or obscure any copyright or proprietary notices or confidentiality notices or labels on or in the software.
13.5 Restrictions. Except as expressly permitted under the agreement, our software may not be:
• modified, distributed, or used to make derivative works;
• rented, leased, loaned, sold or assigned;
• decompiled, reverse engineered, or copied; or
• reproduced, transferred, or distributed.
13.6 Prosecution. All violations of proprietary rights or the agreement will be prosecuted to the fullest extent permissible under applicable law.
14. Warranties and disclaimer
14.1 No warranties. While we do our best to make sure that our software is error free, we make no warranties in relation to our software other than those imposed by the relevant consumer law, and then only if you are a consumer in terms of that law.
14.2 Disclaimer. You use our software at your sole responsibility and risk. We provide the software on an “as is” and “as available” basis. To the extent allowed by law, we expressly disclaim all representations, warranties, or conditions of any kind, whether express or implied.
14.3 Exclusion of liability. Despite any warranty we give, we will not be liable regards any defect arising from negligence, failure to follow our instructions (whether oral or in writing) or misuse.
15. Limitation of liability
15.1 Direct damages limited. To the extent permitted by applicable law, regardless of the form (whether in contract, delict or any other legal theory) in which any legal action may be brought, our maximum liability to a you for direct damages for anything giving rise to any legal action will be an amount equal to the total fees already paid by you to us for the software related to the claim. The aggregate amounts for all claims will not be greater than the maximum amount.
15.2 Indirect damages excluded. To the extent permitted by applicable law, in no event will we (or our personnel) be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the agreement.
16. Termination for breach
16.1 Right to terminate. If you breach this licence to use our software, we may immediately terminate it without notice to you and you must return all copies of this documentation to us.
16.2 Damages. If you breach this licence to use our software, we may claim damages from you equal to the licensing fees you would have paid to us had you paid us for a licence to use our software in the way that you did.
16.3 Penalties. If you breach this licence to use our software, you will pay us penalties equivalent to the licence fees a customer would have paid us for the period during which you were in breach.
17. Force majeure
17.1 Parties not liable. No party will be responsible for any breach of this agreement caused by circumstances beyond its control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions, or acts of God.
17.2 Party affected to notify other party. If there is an event of force majeure, the party affected will tell the other immediately, and they will meet within seven days to negotiate other ways to carry out any affected responsibilities under this agreement. The parties will continue to comply with the responsibilities that are not affected by the circumstances.
17.3 Right to cancel. If a party cannot fulfil a material (significant) part of its responsibilities under this agreement for more than 60 days because of force majeure, the other party may cancel this agreement by written notice.
18. Resolving disputes
There will be a dispute about or from this agreement if a party writes to the other about it and asks for it to be resolved under this clause. The parties must refer any dispute to be resolved by arbitration. The parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Cape Town. The parties will agree and appoint one arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator.
19.1 Entire agreement. The agreement is the entire agreement between the parties on the subject.
19.2 Waiver (giving up of rights). Any favour we may allow you will not affect or substitute any of our rights against you.
19.3 Severability. If any term is void (invalid), unenforceable, or illegal, the term may be severed (removed) from and will not affect the rest of this agreement if it does not change its purpose.
19.4 Governing law. South African law governs this agreement.
19.5 Jurisdiction. You consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction please contact us.