This License Agreement is a binding agreement between EnGenius Technologies, Inc. and its affiliates (together, “EnGenius”) and you (“Licensee”) governing your use of EnGenius Cloud.
ENGENIUS IS WILLING TO LICENSE ENGENIUS CLOUD TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ENGENIUS CLOUD, AS DOING SO WILL INDICATE YOUR ASSENT TO THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, OR IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT, THEN ENGENIUS WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU MUST REFRAIN FROM USING ENGENIUS CLOUD.
EnGenius Cloud includes network hardware devices and a cloud platform, consisting of two essential components: an “Organization” and a “Network.” The following defined terms are used in this License Agreement.
“Associate” means to bind a License to a specific device.
“Associated Device” means a device with at least one associated License.
“License” or “Device License” means one unit of usage rights granted to you and which can only be associated to one and only one device.
“License Activation Date” means the date on which a Device License commences, and thereby begins the licensing term.
“License Key” means a unique passcode (key) that a subscriber receives after the order is placed. A License Key may comprise multiple units of License of the same License model.
“License Issued Date” means the date that a license key is issued.
“Network” refers to a group of cloud devices under the same group configuration, that is, a group of devices sharing the same Network configuration in an Organization.
“Organization” (or “Org”) means an entity (e.g., a business entity such as a corporation of end users or a service provider to other businesses) with a collection of devices which may be organized within one or more Networks. An Organization contains the inventory list of all devices registered within the organization under a single feature plan of different device categories (e.g., access points, switches).
“Org Feature Plan” means the feature set available under different feature plans, including but not limited to a Basic plan and a Pro plan, in the Organization.
2. Scope of License
2.1. Subscription Levels and Feature Plan
This Agreement applies to all subscription levels available for EnGenius Cloud, which consists, but is not limited to, of two feature plans: (1) a Basic plan and (2) a Pro plan, which requires “Pro” license subscription for each device in the Org.
You may switch between Basic and Pro plans. However, please note that if you downgrade a Pro plan to a Basic plan, Pro features of EnGenius Cloud will no longer be available and some data that you previously stored in EnGenius Cloud for Pro features will be deleted.
2.2. Device Licenses
A corresponding Device License is required for each hardware device that you wish to use with different feature plans on EnGenius Cloud. Each Device License may be associated with a single hardware device (i.e., a single unit). A device can be associated with multiple licenses.
A Device License will be activated on the License Activation Date, which shall be on the earlier of (1) when an Associated Device is assigned to a Network on EnGenius Cloud and (2) the 91st day after the License Issued Date. The Device License expires after the license term defined within the Device License has elapsed, as measured from the License Activation Date.
A Device License cannot be disassociated from a device more than seven days after the Associated Date or after the License Activation Date, whichever is earlier, except in the event that the device is replaced with another device.
A device associated with one or multiple Device Licenses may be changed from an Org to another, and the associated Device Licenses will be moved to the new Org. However, if the device is deregistered from an Org, the associated Device Licenses will become invalid.
2.3. Grant of License
Subject to the terms and conditions of this Agreement, EnGenius hereby grants you a non-exclusive, non-transferable License to use EnGenius Cloud in accordance with the terms and conditions herein, for your direct benefit for internal business use only, for up to the number of authorized users specified in our sales order and invoice. You shall not exceed the scope of the license granted hereunder. Any rights not expressly granted by EnGenius to you are reserved by EnGenius, and all implied licenses are disclaimed.
Any license granted for features included in License subscriptions shall be in effect for only as long as the applicable subscription fees are paid.
2.4. Use by Third Parties
You may permit third parties to exercise your usage rights under the License on your behalf, provided that you are responsible for (a) ensuring that such third parties comply with this Agreement and (b) any breach of this Agreement by your authorized third parties. EnGenius may terminate access by any third party for any reason in its sole discretion.
2.5. Beta and Trial Use
If EnGenius allows you to use EnGenius Cloud on a trial, evaluation, beta, or other free-of-charge basis (“Evaluation Software and Services”), you may only use the Evaluation Software and Services on a temporary basis for the period limited by the license key or specified by EnGenius in writing. If there is no period identified, such use is limited to 30 days after the Evaluation Software and Services are made available to you. If you fail to stop using the Evaluation Software and Services or the equipment on which it is authorized for use by the end of the trial period, EnGenius may invoice you for your use and you agree to pay such invoice. EnGenius, in its discretion, may stop providing the Evaluation Software and Services at any time, at which point you must immediately cease using EnGenius Cloud. The Evaluation Software and Services may not have been subject to EnGenius’s usual testing and quality assurance processes and may contain bugs, errors, or other issues. Except where agreed to in writing by EnGenius, you will not put Evaluation Software and Services into production use. EnGenius provides Evaluation Software and Services “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and EnGenius will not have any liability relating to your use of the Evaluation Software and Services.
2.6. Subscription Renewal
Your subscription to EnGenius Cloud will automatically renew for the renewal period indicated on the order you or your EnGenius Partner placed with EnGenius unless: (a) you notify EnGenius or your EnGenius Partner in writing at least 45 days before the end of your then-current subscription term of your intention not to renew; or (b) you or your EnGenius Partner elect not to auto-renew at the time of the initial order with EnGenius. EnGenius or your EnGenius Partner will notify you reasonably in advance of any fee changes. The new fees will apply for your subsequent renewal unless you or your EnGenius Partner promptly notify EnGenius in writing, before the renewal date, that you do not accept the fee changes. In that case, your subscription will terminate at the end of the current subscription term.
2.7. Service Providers
If you are an authorized EnGenius Cloud channel partner and your agreement with EnGenius permits you to provide managed services via EnGenius Cloud to your customers and their end users, you are subject to the terms of the Agreement.
3. Additional Conditions on Use
You may not copy, publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, or create derivative works or imitations of EnGenius Cloud, or any part thereof. You may not assign, sublicense, convey or otherwise transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder. You may not copy, reverse engineer, decompile, reverse compile, translate, adapt, or disassemble EnGenius Cloud, or any part thereof, nor shall you attempt to obtain the source code for EnGenius Cloud. Except as and only to the extent expressly permitted in this License or in a separate written agreement between you and EnGenius, you may not market, co-brand, or private label EnGenius Cloud or any part thereof. You may not use EnGenius Cloud, or any part thereof, in the operation of a service bureau or for the benefit of any other person or entity. You may not cause, assist or permit any third party to do any of the foregoing. Portions of EnGenius Cloud may utilize or include third party software and other copyrighted material (“Third Party Material”), and your use of EnGenius Cloud is also subject to any terms and conditions for such Third Party Material. EnGenius has no express or implied obligation to provide any technical or other support for Third Party Material other than compliance with the applicable license terms, and makes no warranty (express, implied or statutory) whatsoever with respect thereto.
3.2. Use with Third Party Products
If you use EnGenius Cloud together with third-party products or services, such use is at your risk. You are responsible for complying with any terms and conditions required by the third-party. EnGenius does not provide support or guarantee ongoing integration support for products or services that are not a native part of EnGenius Cloud.
3.3. No Misuse
You shall not (a) interfere with other customers’ access to or use of EnGenius Cloud, or with its security, (b) facilitate attacks on or disruption of EnGenius Cloud, including denial of service attacks, unauthorized access, penetration testing, crawling, or distribution of malware, (c) cause an unusual spike or increase in your use of EnGenius Cloud that negatively impacts its operation, or (d) use EnGenius Cloud for any purpose other than its contemplated purpose.
3.4. Account Access
You shall keep all account information up to date, use reasonable means to protect your account information, passwords and other login credentials, and promptly notify EnGenius of any known or suspected unauthorized use of or access to your account.
EnGenius may at any time without notice enhance or refine any aspect of EnGenius Cloud and perform scheduled maintenance on EnGenius Cloud, during which time you may experience some disruption to your ability to access EnGenius Cloud. EnGenius does not guarantee your access to EnGenius Cloud.
If you fail to comply with applicable law or this Agreement, including its restrictions on acceptable use of EnGenius Cloud, EnGenius shall have the right to remove your devices from EnGenius Cloud or terminate your access to EnGenius Cloud.
4. Ownership of Software and Intellectual Property Rights
As between you and EnGenius, EnGenius Cloud is solely owned by EnGenius, and it is licensed (not sold) to you. You shall not have any right, title, or interest to EnGenius Cloud except as provided in this Agreement, and title to EnGenius Cloud and all copies of it remains with EnGenius.
4.2. Intellectual Property Rights
EnGenius Cloud is protected under the intellectual property laws of countries around the world. You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any aspect of EnGenius Cloud or output generated by EnGenius Cloud, and to reproduce and include same on each copy of such. Except as otherwise expressly provided herein, EnGenius grants no express or implied right under any patents, copyrights, trademarks, or other intellectual property rights. Any feedback you provide to EnGenius in connection with your use of EnGenius Cloud shall become the exclusive property of EnGenius and may be used by EnGenius in the course of its business.
5.1. Limitation of Liability
IN NO EVENT WILL ENGENIUS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE ENGENIUS CLOUD, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF ENGENIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ENGENIUS’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO ENGENIUS CLOUD SHALL BE EQUAL TO THE SUBSCRIPTION FEES YOU HAVE PAID TO ENGENIUS FOR ENGENIUS CLOUD.
5.2. No Warranty
ENGENIUS CLOUD IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENGENIUS DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ENGENIUS DOES NOT WARRANT THAT ENGENIUS CLOUD WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT ENGENIUS CLOUD WILL OPERATE WITHOUT ERROR, OPERATE IN AN UNINTERRUPTED FASHION, OR BE ACCESSIBLE AT ANY GIVEN TIME. ENGENIUS DOES NOT WARRANT THAT ENGENIUS CLOUD WILL BE FREE OF ANY DEFECTS OR ERRORS (“BUGS”), THAT ANY BUGS WILL BE CORRECTED, OR THAT THE ENGENIUS CLOUD IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. IF THIS EXCLUSION IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN ALL WARRANTIES THAT CANNOT BE DISCLAIMED SHALL BE LIMITED IN DURATION TO THE SHORTER OF (1) A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF YOUR INITIAL PURCHASE OF A PAID SUBSCRIPTION TO ENGENIUS CLOUD AND (2) THE MINIMUM PERIOD ALLOWED BY LAW.
6. Confidential Information; Ownership and Use of Data
You acknowledge that EnGenius Cloud contains proprietary trade secrets of EnGenius and you hereby agree to maintain the confidentiality of EnGenius Cloud using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.
6.2. Collection and Ownership of Data
By using EnGenius Cloud to manage your devices, you understand and agree that you are (1) collecting data regarding the devices that connect to your network and how your network is being used, including the types of data described below, including data that may contain personally identifiable information of your network users (collectively, “Customer Data”) and (2) transferring that data to EnGenius Cloud for processing and storage.
The EnGenius Cloud includes functionality that allows you to limit or restrict the types of information collected, and you are solely responsible for ensuring that you have the authority to collect any data that you collect. You retain all right, title, and interest in and to your Customer Data.
6.3. Traffic Information Data Collected
“Traffic Information” includes information about devices that connect to your network, such as MAC address, device name, device type, operating system, geolocation information, and information transmitted by devices when attempting to access or download data or content (e.g., host names, protocols, port numbers, and IP addresses). EnGenius processes and stores Traffic Information on your behalf so you can monitor the use and performance of your network and exercise control over the traffic on your network.
6.4. EnGenius’s Use of Your Data
EnGenius shall use Customer Data only as required to provide EnGenius Cloud and, only to the extent necessary, to protect its rights in any dispute with you or as required by law.
EnGenius will access, process and use data in connection with your use of EnGenius Cloud in accordance with applicable privacy and data protection laws. For further detail, please visit
Subject to applicable laws requiring otherwise, EnGenius shall be under no obligation to provide you with any of your data that may be stored in EnGenius Cloud after the termination of your subscription.
7.1. Governing Law and Venue
Unless prohibited by local law, all disputes hereunder shall be resolved in the courts of Taipei City, Taiwan. All claims arising under this Agreement shall be governed by the laws of Taiwan, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods.
This Agreement is effective until it is terminated. You may terminate this Agreement at any time by cancelling your subscription to EnGenius Cloud and deleting your account. EnGenius may terminate this Agreement for any reason, including but not limited to your violation of any terms of this Agreement. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement.
7.3. Agreement Binding on Successors
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns.
7.4. No Waiver
No waiver by EnGenius any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
This Agreement constitutes the entire understanding of the parties concerning the subject matter herein, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their agreement. EnGenius may modify this Agreement at any time.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.