License Agreement for Restaurant Management Software CUKCUK
SOFTWARE LICENSE AGREEMENT IS A LEGAL AND ENFORCEABLE AGREEMENT BETWEEN MISA JOINT STOCK COMPANY (LICENSOR) AND LICENSEE. IT ALLOWS LICENSEE’S USE OF THE RESTAURANT MANAGEMENT SOFTWARE CUKCUK. THIS IS AN ELECTRONIC AGREEMENT BETWEEN TWO PARTIES. BY CLICKING ON THE “ACCEPT” BUTTON UPON REGISTRATION, OR INSTALLING, OR OTHERWISE USING THE SOFTWARE PRODUCT, LICENSEE AGREES TO BE BOUND BY THE TERM OF THIS AGREEMENT. THIS CLICK IS UNDERSTOOD THAT TWO PARTIES HAVE SIGNED THE AGREEMENT.
- Software: means The Restaurant Management System – CUKCUK is provided by MISA, includes website version, the installable version used for PCs, tablets, smartphones, Smart TVs, other supporting applications related to the Software.
- System: means the server which is placed at MISA’s data center. MISA installs CUKCUK system and data.
- MISA: means MISA Joint-Stock Company - Licensor, which provides CUKCUK software.
- Licensee or Merchant: means any organizations or individuals who registers free trial or subscribes to use CUKCUK software.
- Activation fee: means a one - time payment which MISA charges upon officially first time using the Software
- Subscription fee: means a fee MISA charges for Licensee’s use of the software.
- Subscription time: means a period which Licensee is authorized to use CUKCUK software based on registration request and payment agreement with MISA.
- License extension: means MISA extends Licensee use of CUKCUK software pursuant to two parties’ agreement.
Software Use Rights
- Licensee must be 18 years or older or at least the age of majority in the jurisdiction where Licensee resides or from which Licensee uses this Service.
- To access and use the Services, Licensee must register for a CUKCUK account (“Account”) by providing Licensee’s full legal name, phone number, and a valid email address. If MISA identifies any false or misleading information which Licensee provide, MISA reserves the right to reject Licensee application for an Account, or cancel an existing Account.
- Licensee is entitled to use the features that corresponding to the subscription package that Licensee purchase. The period of using the software is 12 months.
- For each license Licensee have registered and paid, Licensee will be provided with a domain so that Licensee can use and store Licensee’s data. If Licensee want to change Licensee’s domain, Licensees needs to send a request which follow MISA’s domain change request procedures. After issuing a new domain, MISA will delete the old domain so that each of Licensees has a single domain.
Licensee are not allowed to use the software to update data, send email, compose an article or transmitting data for the following purposes:
- Disturb other people or cause damages to humans and assets.
- Publish fraudulent information or documentation, leading to disparagement, harassment, or obscene.
- Infringe on privacy rights or discriminate race, religion, gender or disability.
- Infringe on intellectual property or other proprietary rights.
- Hinder or damage Service (including but not limited to accessing to Service via any device or software).
- Violate legal regulations.
- Before the expiry date, Licensee needs to proceed with license extension for Licensee continuous use of the software. Extension starts from the expiry date of the previous subscription.
- When the license expires, Licensee cannot login or access the software.
- If the license expires over 30 days and Licensee have not registered and paid for license renewal, MISA will delete Licensee’s license and Licensee’s data. Licensee cannot use CUKCUK software after MISA delete Licensee’s domain.
If MISA proceeds to cancel Licensee’s use of CUKCUK software, MISA will notify Licensee by email in the following case:
- Licensee does not make payment to MISA for renewal when the license expires over 30 days.
- Licensee request to delete license.
- Licensee uses the software improperly according to this agreement.
- Licensee violates the law and the state authority requires MISA to stop providing the license to Licensee.
Price and method of payment
- When Licensee start officially using the software, Licensee needs to pay activation fee and subscription fee to MISA.
- Licensee need to make full payment to MISA for the product/service package, as soon as Licensee places an order to MISA.
- Subscription starts from the date MISA provides Licensee with accessing information according to MISA’s notification email.
- Subscription fee for the next period must be paid before the maturity date of the previous period. MISA will send a notification on payment for subscription right on CUKCUK software interface which Licensee is using (as stipulated in Article 5.5a).
- MISA reserves the right to change subscription fee according to market price at any time and send licensee notification when licensee request or purchase or renew the product. In the event that Licensee has made payment for several periods in advance, the fee will remain the same for the whole paid periods.
- Licensee may pay the subscription fee to MISA by cash, transfer via bank or a third party.
Delivery and Support
- MISA shall delivery license information to Licensee via email within 07 work days after Licensee complete the payment to MISA.
- After receiving an email of license information by MISA, Licensee shall responsible for logging in the software to verify the expiry date of using. Once, Licensee log in the software, MISA has fulfilled the obligation to deliver the product from the date of activation.
- Licensee is responsible for preparing all equipment, manpower and internet connection in accordance with MISA’s recommendation to ensure the proper operation of the CUKCUK system.
- Licensee is responsible to receive and manage the use of software by following the instructions and recommendations by MISA.
- Upon the receipt of CUKCUK’s account, Licensee is responsible to update the new password for first time log-in the account.
- MISA should provide Customer Service during licensee’s use of software via phone, email, forum and other supports as published on website http://www.cukcuk.com/
- Other support forms (e.g. on-site support service upon licensee’s request, re-training service) shall be discussed and agreed by two parties on charges and methods in writing when arising any request
Update, warranty and maintenance
- MISA warranty that Licensee shall receive the support 24/7, excluding maintenance, upgrade, or any errors of the system. In the event of maintenance and backup, MISA shall send prior notification on the software interface. Maintenance or upgrade or backup shall be completed daily or weekly or monthly or annually and at night when the software is used the least.
- MISA is responsible to correct errors of the system within 8 working hours at the least since MISA receive Licensee’s request.
- MISA shall update the latest version at no cost to Licensee during the subscription period which Licensee has registered and made payment to MISA.
- Licensee agrees to acknowledge all necessary patches, bug fixes, upgrades, and maintenance so that the software can work properly, and privacy is secured. Except for emergency issues, MISA shall send a prior notification to Licensee of these fix or upgrade schedules.
Prior to the expiration of the license, MISA shall notify Licensee directly on the CUKCUK software as follows:
- Within 30 days prior to the expiry date: Notify Licensee of the remaining duration of the license and instruct Licensee how to renew the license.
- When the license expires, MISA will notify Licensee that the license has expired and provide instruction on how to renew Licensee license. Licensee cannot log in to operate the software when the license expires.
- 30 days from the expiry date, MISA shall terminate Licensee’s account and data.
- Licensee can actively seek the information of the expiry date on the software interface according to User Manual of the software.
Information from Merchant
What we will collect and why
We collect Merchant’s name, company name, address, email address, phone number(s) and payment details (for example, Merchant’s credit card information).
- We use this information to provide merchant with our Services; for example, to confirm Merchant’s identity, contact Merchant, provide Merchant with advertising and marketing, and invoice Merchant. We also use this information to make sure that we comply with legal requirements.
We collect data about the CUKCUK websites that Merchant visit. We also collect data about how and when Merchant access Merchant’s account and the CUKCUK platform, including information about the device and browser Merchant’s use, Merchant’s network connection, Merchant’s IP address, and information about how Merchant browses through the CUKCUK interface.
- We use this information to give Licensee access to and improve our Services; for example, to make our platform interface easier to use. We also use this information to personalize the Services for Merchant. Finally, we may use this information to provide Merchant with advertising or marketing.
We collect personal information about Merchant’ customers that Merchant share with us or that customer provide during checkout.
- We use this information to provide customer with our Services and so that Merchant can process orders and better serve Merchant’s customers.
Where we need to verify Merchant’s identity (for example, if there are concerns around identity theft, or if Merchant call into support and we need to authenticate Merchant’s account), we may request that Merchant provide us with government-issued identification information.
We use some of the personal information Merchant provide us to conduct some level of automated decision-making -- for example, we use certain personal information to help us screen accounts for risk or fraud concerns.
We will also use personal information in other cases where Merchant has given us Merchant express permission.
When do we collect this information
- We collect personal information when Merchant signs up for our Services, when Merchant access our Services or otherwise provide us with the information.
Information from Merchant’s customer
What we will collect and why
We collect our Merchant’ customers’ name, email, shipping and billing address, payment details, company name, phone number, IP address, information about orders you initiates, information about the MISA-supported merchant’ stores that you visit, and information about the device and browser you use.
- We use this information to provide our merchants with the Services, including supporting and processing orders, risk and fraud screening, authentication, and payments. We also use this information to improve our Services.
- We use some of the personal information you provide us to conduct some level of automated decision-making -- for example, we use certain personal information (for example, ip addresses or payment information) to automatically block certain potentially fraudulent transactions for a short period of time
When do we collect this information
- We collect this information when you use or access a store that uses our Services, such as when you visit a merchant’s site, place an order or sign up for an account on a merchant’s site.
Licensee can sign up a free trial account at http://www.cukcuk.com/. When trialing CUKCUK software, Licensee can:
- Use all features of the software.
- Use free for 30 days.
MISA shall notify Licensee of a free trial period for CUKCUK software as follows:
- Within 30 days before the expiry date, MISA shall notify Licensee of the remaining days and instruct Licensee how to upgrade to a paid account.
- When Licensee free trial ends, MISA shall notify Licensee that Licensee free trial ends, and Licensee need to upgrade for further use.
- If free trial is 30 days overdue, MISA shall delete Licensee trial and Licensee data.
When Licensee register free trial of CUKCUK software, MISA shall provide Licensee with the service at no charge until:
- The end of free trial.
- Licensee upgrade to a paid account before free trial ends.
- MISA shall not take any responsibility to Licensee during free trial.
- At the end of the trial period, all of Licensee trial data shall be deleted from the system unless Licensee upgrade to a paid account, which is approved by MISA.
- MISA practices security protocol follow certification standard of CSA STAR and ISO 27000 to protect, control and monitor licensee’s information and related data.
MISA should implement and maintain all administrative, physical, and technical security measures by process to guarantee the confidentiality and integrity of Licensee data. MISA is committed that MISA shall not:
- Modify Licensee’s data without Licensee consent or not for the purpose of bug fix or troubleshooting.
- Disclose Licensee’s data unless otherwise required by law or with Licensee consent.
- Access to and/or change Licensee’s data except for technical fix or upon Licensee request when using support service.
- MISA is firmly committed to protecting the privacy of Licensee personal information and the personal information of Licensee customers. By using the Service, Licensee acknowledge and agree that MISA’s collection, usage and disclosure of this personal information is governed by us which mentioned in Article 6. MISA should secure Licensee’s data and may not disclose it to any other third party unless otherwise required by a local competent authority. MISA shall not be liable for any loss of Licensee data or confidential information due to Licensee intentional or unintentional acts.
- Licensee should identify and authenticate rights of all users accessing to Licensee data.
- Licensee should secure user account information.
- Licensee should be fully liable for all activities of Licensee’s user accounts and immediately notify MISA of unauthorized access.
Licensee and MISA mutually agree:
- To take necessary measures to secure all Licensee information that mentioned in Article 6 Privacy.
- Not to copy, provide a part or all of confidential to any third party without the Disclosing Party’s consent.
- Not to use “Confidential information” to be disclosed or made available to each other for any purpose other than the purpose of performing this agreement.
In the event that Licensee detect security incident of MISA software, Licensee should immediately notify MISA or MISA’s reseller by clicking Feedback button on the software interface. Software security incidents include but are not limited to:
- Losing or changing data on the software with unknown reason.
- Being interrupted, i.e. the product cannot be used.
- Suspecting of hacker attack.
- Upon occurrence of any information security incident related to MISA’s software provided to Licensee, MISA shall be liable for investigating the incident and troubleshooting it in order to resume Licensee operation. During investigation and troubleshooting, Licensee should get involved upon MISA’s request.
Software copyright and data
- MISA is the owner and has full copyright ownership of CUKCUK software.
- Licensee may use the software to create data for Licensee job and download data imported by Licensee during Licensee subscription.
- Licensee agrees that product/service includes but not limited to user interface, audio, video, user manual and software which are for using the product/service under MISA’s single ownership protected by laws on intellectual property and copyright. Licensee agrees not to use such proprietary information or documentation in any way except for using the product/service under this Agreement. Nothing in the product/service may be reproduced in any form or by any means, except as expressly permitted under these terms.
- Licensee agree not to modify, rent, offer lease, lend, sell, distribute, or create derivative works based on the product/service in any manner whatsoever, and not to exploit the product/service in any manner whatsoever, including but not limited to tampering or encumbering of network capacity.
- The use of the software or any part of the product/service, unless as accepted by this agreement, is strictly prohibited and infringes on others’ intellectual property rights, and Licensee may be subject to civil and criminal penalties, in which the compensation for damages may be applied to the copyright infringement.
- For MISA’s supply of the service, Licensee agrees that MISA may process and transmit Licensee data.
Limitation of MISA’s liability in the use of the software.
- MISA has the right but not obligation to take corrective actions if Licensee violates any content of the articles as stipulated herein. MISA shall not be liable to Licensee when MISA takes such corrective actions. Licensee is solely liable for the accuracy, quality, integrity, legality, reliability, and suitability of Licensee data.
- MISA may recommend and Licensee may choose to agree to use features which are not yet widely released and fully censored in terms of quality under MISA process (Beta functions). It is aimed that Licensee shall censor and give feedback to MISA. Licensee is solely responsible for the risks associated with the use of these features. MISA does not warrant the accuracy and completeness of Beta functions as well as is not liable for any errors or damages caused by the use of Beta functions.
In the course of use, Licensee agrees to receive information/notification sent by MISA with the following contents and method:
Content of notification may include but be not limited to the following types of information:
- Information on new features of the product.
- Information on new versions of the product.
- Information on relevant products.
- Information on articles or newsletters which MISA thinks may be helpful to Licensee operation
- Notify Licensee if there is any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data
- Notify Licensee if, Licensee’s instruction for the processing of Personal Data infringes applicable Data Protection Legislation.
- If local competent authority requires MISA to disclosure any of Licensee’s information, MISA will notify Licensee immediately for that matter.
Method of sending notification may include but be not limited to the following ways:
- Directly on the product screen.
- By email.
- By text message on mobile phone.
- By phone.
- By sending document.
- By face-to-face communication.
Limitation of liability and performance of the services
- MISA makes no representations or warranties that Licensee use of MISA’s product/service shall not be interrupted or free of error, or the product/service can meet all of Licensee requirements or all errors on the software and/or documentation shall be fixed or the system securing the operation of the product/service (including but not limited to internet connection, other communication networks, intranet and Licensee equipment) shall be free of virus or harmful component.
- MISA makes no warranties of any kind, either expressly or impliedly, of conditions such as quality satisfaction, suitability for specific use or non-infringement of third party’s rights. MISA service is provided “as is” and “as available” to Licensee. Licensee is fully liable for identifying if the product/service or information generated from the product/service is true and satisfies Licensee requirements.
In no event shall MISA be liable for any direct, indirect, incidental, special, consequential or punitive damages, including but not limited to damages due to revenue losses, profits, business advantages, suspension of work, or data loss because of:
- Using or being unable to use the product/service.
- Any changes of the product/service.
- Unauthorized access to or change of data.
- Deleting, making mistake, or not storing data available on or via the product/service.
- Any third party’s representations or acts on the product/service.
- Other issues related to the product/service.
- In the event that MISA’s product uses a third party’s service including weather forecast, securities, exchange rate, etc. MISA is committed not to charge but does not guarantee the accuracy of information in such application/service or if the third party updates their system, which leads to instability or suspension of service. Consequently, Licensee must consider before using these services.
- MISA will not be liable for failure to perform our obligations due to force majeure events as stipulated herein.
Force majeure events
In the event of force majeure two parties are not obliged to perform obligations as stipulated in this Agreement. Two parties agree that the following circumstances are unforeseen:
- Natural disasters which cause to block or destroy or stop connection to MISA’s data center.
- Widespread power cut; breakdown of the telecommunication cable which causes Internet congestion or disconnection to MISA’s data center.
- Hacker or viruses attack MISA’s data center, which suspends, blocks or destroys the software and data.
- Other force majeure events in accordance with the laws.
Suspension and termination of the agreement
- This Agreement is valid from the date Licensee enters and is terminated when all licenses provided under this Agreement expire. In the event that Licensee use free trial and do not upgrade to a paid account before the expiry date, this Agreement shall be terminated at the end of the trial period.
MISA reserves the right to suspend Licensee use in the following circumstances:
- Licensee does not register extension and make payment for the use of the product/service after 30 days from the expiry date.
- MISA claims that the service is being used by Licensee to engage in a denial-of-service attack, spamming, illegal activity or Licensee use of the product/service is harmful to MISA and others.
The Agreement is deemed to be terminated in the following circumstances:
- MISA unilaterally terminates the Agreement because Licensee fail to fulfill Licensee payment obligations to MISA under our mutual agreement.
- MISA unilaterally terminates the Agreement at the request of the court or the competent authority.
- Licensee sends a written request of termination to MISA.
- MISA is not obliged to refund any charges incurred by Licensee in the event of termination of the Agreement for the reasons as set out above. MISA shall only be liable for maintaining Licensee data on our system up to 30 days after termination of the Agreement.
- Pursuant to Civil Code No. 91/2015/QH13 published on Nov. 24 2015.
- Pursuant to Law on Commerce No. 36/2005/Qh11 published on June 14 2005, by the Socialist Republic of Vietnam.
- Pursuant to Law on Information Technology No.67/2006.QH11 published on Jun 29 2006, by the Socialist Republic of Vietnam.
- During the implementation of the Agreement, if any problem arises, two parties shall discuss, agree on and find out settlement.
- In the event of a dispute which cannot be settled by two parties, two parties agree to seek the settlement by the court which is appointed by Vietnam’s Law.
Amend and supplement terms:
- MISA reserves the right to amend and add more terms of the license agreement. It will be published on the website http://www.cukcuk.com/ and on the software interface.
- In case Licensee disagrees with the amended terms, Licensee may stop using the software.
- MISA does not accept any refund from Licensee request after MISA has fulfilled the obligation to deliver the product or service to Licensee.