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End User License Agreement

End User License Agreement

Software license agreement for Gestlat ThinkLab products.

End User License Agreement (EULA)

Software License Agreement

Effective Date: December 17, 2025
Last Updated: December 17, 2025

1. Agreement Overview

This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you ("Licensee," "you," or "your") and Gestlat ThinkLab ("Licensor," "we," "us," or "our") for the use of our software products, including all 360° business management systems and related applications (collectively, the "Software").

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

2. Definitions

  • "Software" means the Gestlat ThinkLab applications including ESchool360, ShopFlow360, HealthCenterOps360, DrugStoreOps360, FactoryTrax360, Hosta360, BROps360, TenantTrax360, RepTrax360, Pevron360, TournaPilot360, and any other 360° systems, including all updates, upgrades, patches, and documentation.
  • "License" means the right granted to you to use the Software under this Agreement.
  • "Subscription" means the paid service period during which you have access to the Software.
  • "Authorized Users" means individuals authorized by you to use the Software under your license.
  • "Documentation" means user manuals, technical documentation, and online help materials.
  • "Your Data" means all data, content, and information you enter, upload, or generate using the Software.
  • "Updates" means bug fixes, patches, and minor improvements to the Software.
  • "Upgrades" means new versions or major feature releases of the Software.

3. License Grant

3.1 Scope of License

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a:

  • Non-exclusive license (not sole ownership)
  • Non-transferable license (cannot be transferred to others)
  • Revocable license (can be terminated as specified)
  • Limited license to use the Software

3.2 License Models

Subscription License

  • Access to Software during active subscription period
  • Includes updates and upgrades during subscription
  • Automatic renewal unless cancelled
  • Access terminates upon subscription end

Per-User Licensing (Where Applicable)

  • Unlimited users included in subscription
  • No per-user charges for 360° systems
  • Named user access for enterprise features

Per-Student Licensing (ESchool360)

  • Per student per term pricing model
  • Unlimited staff/teacher access
  • Scalable to school size

Deployment License

  • Self-hosted or cloud-hosted options
  • Single organization use
  • Multi-location access (same organization)

3.3 Permitted Uses

You may:

  • ✅ Install and use the Software for your internal business operations
  • ✅ Access the Software from multiple devices (mobile, desktop, tablet)
  • ✅ Use the Software offline with periodic syncing
  • ✅ Create backups of Your Data
  • ✅ Allow Authorized Users to access the Software
  • ✅ Integrate the Software with compatible third-party applications
  • ✅ Customize settings and configurations within the Software

3.4 Prohibited Uses

You may NOT:

  • ❌ Distribute, sublicense, rent, lease, or lend the Software
  • ❌ Reverse engineer, decompile, or disassemble the Software
  • ❌ Modify, adapt, or create derivative works of the Software
  • ❌ Remove or alter any proprietary notices or labels
  • ❌ Use the Software to provide services to third parties (service bureau use)
  • ❌ Circumvent license keys or activation mechanisms
  • ❌ Use the Software for illegal purposes
  • ❌ Share login credentials with unauthorized persons
  • ❌ Access the Software after subscription termination
  • ❌ Copy the Software except for backup purposes
  • ❌ Use the Software to develop competing products

4. Free Trial and Evaluation

4.1 Trial Period

  • Duration: 30 days (unless otherwise specified)
  • Features: Full access to all features during trial
  • Data: Your Data created during trial is preserved upon subscription
  • Support: Limited support during trial period
  • Conversion: Automatic conversion to paid subscription unless cancelled

4.2 Trial Terms

  • One trial per organization
  • Credit card may be required (not charged during trial)
  • Cancel anytime during trial without charge
  • Trial extensions at our discretion

4.3 Evaluation License

For large organizations evaluating Software:

  • Extended evaluation periods available upon request
  • Pilot deployment options
  • Dedicated support during evaluation
  • Custom terms negotiable

5. Subscription and Payment

5.1 Subscription Fees

  • Monthly Subscriptions: Billed monthly in advance
  • Annual Subscriptions: Billed annually in advance (discounts may apply)
  • Per-Student (ESchool360): Billed per term per student
  • Enterprise: Custom pricing negotiable

5.2 Pricing and Changes

  • Current pricing available at gestlatthinklab.com
  • Prices exclude applicable taxes
  • 30 days' notice for price increases (existing subscribers)
  • Promotional pricing subject to specific terms

5.3 Payment Terms

  • Payment due at subscription start or renewal
  • Accepted methods: Mobile Money, Bank Transfer, Credit/Debit Cards
  • Failed payments result in service suspension after grace period
  • Late payment fees may apply (2% per month)

5.4 Refund Policy

See our Return and Refund Policy for details. Generally:

  • 30-day satisfaction guarantee for new subscriptions
  • Pro-rata refunds for annual subscriptions (at our discretion)
  • No refunds for monthly subscriptions after service use
  • Free trial cancellations receive no charges

5.5 Auto-Renewal

  • Subscriptions automatically renew unless cancelled
  • Renewal at then-current pricing
  • Cancellation required 7 days before renewal date
  • Notification sent before renewal

6. Installation and Activation

6.1 Installation

  • Download and install from official sources only
  • Follow installation instructions in Documentation
  • System requirements specified in Documentation
  • Technical support available during installation

6.2 Activation

  • Product key or account credentials required
  • Online activation verifies license validity
  • Activation links device/installation to your account
  • Limited number of concurrent activations per license

6.3 Deactivation

  • Deactivate before reinstalling or changing devices
  • Manage activations through account portal
  • Support assistance available for activation issues

7. Updates and Upgrades

7.1 Updates (Included)

  • Bug fixes and security patches
  • Performance improvements
  • Minor feature enhancements
  • Automatic or manual installation (configurable)
  • Included in subscription at no additional cost

7.2 Upgrades (Included)

  • New major versions
  • Significant new features
  • Platform updates
  • Included in active subscription

7.3 Update Policy

  • We may discontinue support for older versions
  • We recommend updating to latest versions
  • Critical security updates may be mandatory
  • Notification provided for major upgrades

7.4 Beta and Preview Features

  • Optional participation in beta testing
  • Beta features provided "as is" without warranties
  • May be unstable or incomplete
  • Feedback appreciated but not required

8. Support and Maintenance

8.1 Support Tiers

Standard Support (Included)

  • Email support: [email protected]
  • Response time: 24-48 hours
  • Business hours: Monday-Friday, 8 AM - 6 PM EAT
  • Access to Documentation and FAQs

Priority Support (Premium Tier)

  • Email + phone support
  • Response time: 12-24 hours
  • Extended hours availability
  • Priority ticket handling

Enterprise Support (Custom)

  • Dedicated account manager
  • Response time: 4-hour critical, 12-hour normal
  • 24/7 availability for critical issues
  • On-site support options
  • Quarterly business reviews

8.2 Support Scope

Support includes:

  • ✅ Software functionality questions
  • ✅ Installation and configuration assistance
  • ✅ Bug reporting and resolution
  • ✅ Performance optimization guidance
  • ✅ Basic integration support

Support does NOT include:

  • ❌ Custom development
  • ❌ Data entry or migration (unless contracted)
  • ❌ Training beyond Documentation
  • ❌ Third-party software support
  • ❌ Hardware troubleshooting

8.3 Maintenance Windows

  • Scheduled maintenance: Announced 48 hours in advance
  • Typical window: Sundays 2 AM - 6 AM EAT
  • Emergency maintenance: As needed with minimal notice
  • Status updates: status.gestlatthinklab.com

9. Data Ownership and Privacy

9.1 Your Data Ownership

  • You own Your Data entered into the Software
  • We claim no ownership rights to Your Data
  • You retain all intellectual property rights to Your Data
  • We process Your Data only as necessary to provide services

9.2 Data Processing

  • We act as Data Processor for Your Data
  • You are the Data Controller (responsible for legal compliance)
  • Processing governed by Data Processing Agreement (DPA)
  • See our Privacy Policy and Data Protection Policy

9.3 Data Security

We implement security measures including:

  • Encryption in transit (TLS/SSL) and at rest
  • Access controls and authentication
  • Regular security audits
  • Backup and disaster recovery
  • See Data Protection Policy for full details

9.4 Data Backups

  • We maintain automated backups
  • 30-day backup retention
  • Backups for disaster recovery purposes
  • Your responsibility to maintain independent backups
  • Data export tools provided

9.5 Data Portability

  • Export Your Data in common formats (CSV, Excel, PDF)
  • Export functionality available in Software
  • Assistance with data export upon request
  • No retention after subscription termination (except legal requirements)

9.6 Data Deletion

Upon subscription termination:

  • 30-day grace period to export data
  • After 30 days, data may be deleted
  • Deletion is irreversible
  • Legal retention requirements may apply

10. Intellectual Property Rights

10.1 Our Ownership

We (Gestlat ThinkLab) own all rights to:

  • The Software and all copies
  • Source code, object code, algorithms
  • User interface, design, and "look and feel"
  • Documentation and training materials
  • Trademarks, logos, and branding
  • Patents, copyrights, trade secrets

10.2 Restrictions

You acknowledge that:

  • The Software is licensed, not sold
  • This Agreement does not transfer ownership
  • All rights not expressly granted are reserved by us
  • Unauthorized use violates intellectual property laws

10.3 Trademarks

  • "Gestlat ThinkLab" and all 360° product names are our trademarks
  • You may not use our trademarks without written permission
  • Permitted use: Referencing Software you use ("powered by [Product]")
  • Logo usage guidelines available upon request

10.4 Feedback and Suggestions

  • Feedback you provide becomes our property
  • We may use feedback without compensation or attribution
  • No obligation to implement suggestions
  • Confidentiality not assumed unless agreed

11. Confidentiality

11.1 Confidential Information

Includes:

  • Software source code and algorithms
  • Technical documentation (non-public)
  • Pricing and business terms
  • Product roadmaps and plans
  • Security measures and vulnerabilities

11.2 Your Obligations

You agree to:

  • Keep Confidential Information strictly confidential
  • Use it only for purposes of this Agreement
  • Protect it with reasonable security measures
  • Not disclose to third parties without our consent
  • Return or destroy upon Agreement termination

11.3 Exceptions

Confidential Information does not include information that:

  • Is publicly available (not through your breach)
  • You lawfully possessed before disclosure
  • Is independently developed by you
  • Must be disclosed by law (with notice to us)

12. Warranties and Disclaimers

12.1 Limited Warranty

We warrant that:

  • Software will substantially conform to Documentation
  • We have the right to license the Software
  • Software will be provided with reasonable care and skill
  • Warranty period: Duration of subscription

12.2 Warranty Remedies

If Software does not conform:

  • We will use reasonable efforts to correct errors
  • If correction not possible, you may terminate and receive pro-rata refund
  • This is your sole remedy for warranty breach

12.3 Warranty Exclusions

Warranty does NOT cover:

  • Issues caused by misuse, abuse, or neglect
  • Unauthorized modifications
  • Use on unsupported hardware/software
  • Internet connectivity issues
  • Third-party software or services
  • Force majeure events

12.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED, SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:

  • Merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Uninterrupted or error-free operation
  • Accuracy or reliability of results
  • Security or freedom from viruses
  • Compatibility with all systems

USE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO SOME EXCLUSIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability

13.1 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

  • Fees paid by you in the 12 months preceding the claim, OR
  • UGX 5,000,000 (Five Million Ugandan Shillings)

13.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

  • Indirect, incidental, consequential, special, or exemplary damages
  • Loss of profits, revenue, or business opportunities
  • Loss of data or information
  • Business interruption or downtime
  • Loss of goodwill or reputation
  • Cost of substitute services or products
  • Unauthorized access to Your Data by third parties

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Exceptions to Limitations

Nothing in this Agreement limits liability for:

  • Death or personal injury caused by our negligence
  • Fraud or fraudulent misrepresentation
  • Gross negligence or willful misconduct
  • Violations of consumer protection laws (where applicable)
  • Matters that cannot be limited under applicable law

13.4 Acknowledgment

You acknowledge that:

  • These limitations are reasonable given the fees charged
  • You have opportunity to purchase additional insurance
  • Limitations are essential to our business model

14. Indemnification

14.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless Gestlat ThinkLab, its officers, directors, employees, and agents from all claims, damages, losses, and expenses (including reasonable legal fees) arising from:

  • Your use or misuse of the Software
  • Your violation of this Agreement
  • Your violation of laws or regulations
  • Your Data or content you input
  • Infringement of third-party rights by Your Data
  • Claims by your customers or end-users
  • Your business operations using the Software

14.2 Our Indemnification Obligation

We will indemnify you against claims that the Software infringes third-party intellectual property rights, provided:

  • You notify us promptly of the claim
  • You give us control of defense and settlement
  • You cooperate reasonably with our defense

Our Remedies:

  • Obtain right to continue use
  • Modify Software to be non-infringing
  • Replace with non-infringing alternative
  • Terminate license and refund pro-rata fees

Exclusions: Not liable if infringement caused by:

  • Your modifications
  • Combination with other products
  • Use not in accordance with Documentation
  • Continued use after we provide non-infringing version

15. Term and Termination

15.1 Term

This Agreement begins when you accept these terms and continues:

  • For subscription duration
  • Until terminated as provided herein

15.2 Termination by You

You may terminate by:

  • Canceling subscription through account portal
  • Providing written notice to [email protected]
  • Cancellation effective at end of current billing period
  • No refunds for unused portion (except as in Refund Policy)

15.3 Termination by Us

We may terminate or suspend immediately if:

  • You breach this Agreement
  • You fail to pay fees (after 15-day grace period)
  • You engage in illegal activities
  • Necessary to comply with law
  • Protect our rights or others' safety

We may terminate with 30 days' notice for:

  • Discontinuation of Software
  • Business reasons (with refund of prepaid unused fees)

15.4 Effects of Termination

Upon termination:

  • Your license terminates immediately
  • You must cease all use of Software
  • You must uninstall and delete all copies
  • You have 30 days to export Your Data
  • We may delete Your Data after 30 days
  • Outstanding fees become immediately due
  • Provisions that survive will remain in effect

15.5 Surviving Provisions

The following survive termination:

  • Payment obligations
  • Intellectual property rights
  • Confidentiality obligations
  • Disclaimers and limitations of liability
  • Indemnification obligations
  • Dispute resolution provisions

16. Compliance and Audit Rights

16.1 License Compliance

You agree to:

  • Use Software only as authorized by license
  • Maintain accurate records of Authorized Users
  • Monitor and ensure compliance by your users
  • Report violations to us promptly

16.2 Audit Rights

We reserve the right to:

  • Verify license compliance with reasonable notice
  • Request usage reports and documentation
  • Conduct audits (on-site or remote) during business hours
  • Use third-party auditors (under confidentiality obligations)

16.3 Audit Cooperation

You agree to:

  • Cooperate fully with audits
  • Provide requested information promptly
  • Grant access to relevant records and systems
  • Bear your costs of cooperation

16.4 Non-Compliance Consequences

If audit reveals non-compliance:

  • Pay for additional licenses retroactively
  • Pay audit costs if under-licensed by >5%
  • Pay late fees and interest
  • Face potential license termination
  • Potential legal action for material breaches

17. Export Compliance

17.1 Export Control Laws

  • Software may be subject to export control laws
  • You agree to comply with all applicable laws
  • You will not export or re-export Software to prohibited countries/persons
  • You will not use Software for prohibited purposes (weapons, etc.)

17.2 Representations

You represent that you:

  • Are not located in embargoed countries
  • Are not on government prohibited lists
  • Will not use Software for illegal purposes
  • Will comply with all export restrictions

18. Government Use

If you are a government entity:

  • Software is "commercial computer software"
  • Provided with restricted rights as specified in applicable procurement regulations
  • Use, duplication, or disclosure subject to restrictions
  • Contact us for government-specific licensing terms

19. Force Majeure

We are not liable for delays or failures due to circumstances beyond reasonable control:

  • Natural disasters (earthquakes, floods, pandemics)
  • War, terrorism, civil unrest
  • Government actions, laws, or regulations
  • Internet service disruptions
  • Power outages or infrastructure failures
  • Labor strikes or disputes
  • Supplier or vendor failures

Performance obligations suspended during force majeure period.

20. Modifications to Agreement

20.1 Right to Modify

We may modify this Agreement at any time by:

  • Posting updated Agreement on website
  • Notifying you via email or in-app notification
  • Updating "Last Updated" date

20.2 Notice of Changes

  • Material changes: 30 days' notice
  • Non-material changes: Effective upon posting
  • Continued use constitutes acceptance

20.3 Objection to Changes

If you object to material changes:

  • Notify us within 30 days
  • Terminate subscription (pro-rata refund where applicable)
  • Cannot continue using Software under old terms

21. General Provisions

21.1 Entire Agreement

This Agreement, together with Privacy Policy, Terms of Service, and applicable order forms, constitutes the entire agreement and supersedes all prior agreements.

21.2 Assignment

  • You may not assign this Agreement without our written consent
  • We may assign freely to affiliates or in connection with merger/acquisition
  • Any unauthorized assignment is void

21.3 Severability

If any provision is found unenforceable:

  • That provision modified to be enforceable while preserving intent
  • Remaining provisions remain in full effect

21.4 Waiver

  • Our failure to enforce any right does not waive that right
  • Waiver of one breach does not waive future breaches
  • Waivers must be in writing and signed

21.5 Independent Contractors

  • This Agreement does not create partnership, agency, or employment relationship
  • No authority to bind each other
  • Independent contractors

21.6 No Third-Party Beneficiaries

This Agreement is solely between you and us; no third-party rights created.

21.7 Notices

To You: Email to address on your account
To Us:

Notices effective upon sending (email) or receipt (mail).

21.8 Language

This Agreement available in English, French, and Arabic. English version is authoritative in case of discrepancies.

22. Dispute Resolution

22.1 Governing Law

This Agreement governed by laws of the Republic of Uganda, without regard to conflict of law principles.

22.2 Jurisdiction

Exclusive jurisdiction of courts in Kampala, Uganda.

22.3 Informal Resolution

Before legal action:

  • Notify us in writing of dispute
  • Attempt good-faith negotiation for 30 days
  • Escalate to management if unresolved

22.4 Arbitration (Optional)

By mutual agreement, disputes may be resolved through:

  • Arbitration under Uganda Arbitration and Conciliation Act
  • Rules of Centre for Arbitration and Dispute Resolution (CADER)
  • Single arbitrator mutually selected
  • Kampala, Uganda as seat of arbitration
  • English language proceedings

22.5 Injunctive Relief

Either party may seek injunctive relief in court for:

  • Intellectual property violations
  • Confidentiality breaches
  • Urgent matters requiring immediate relief

23. Product-Specific Terms

23.1 ESchool360

  • Licensed to educational institutions only
  • Per-student per-term pricing
  • Student data processed as Data Processor
  • Enhanced privacy protections for minors
  • Parent portal access included
  • Academic term definitions flexible

23.2 HealthCenterOps360 & DrugStoreOps360

  • Must comply with healthcare regulations
  • Health data subject to additional security
  • Professional licensing verification may be required
  • HIPAA-like protections apply
  • Patient consent management your responsibility

23.3 ShopFlow360, BROps360, MiseOps360

  • POS hardware integration supported
  • Mobile money integration included
  • Multi-location support available
  • Tax compliance features (Uganda, Kenya, Tanzania)
  • Receipt generation and printing

23.4 TenantTrax360

  • Property management use only
  • Tenant/landlord relationship management
  • Lease agreement storage (you own templates)
  • Payment tracking and reminders
  • Maintenance request management

23.5 Enterprise Products

  • Custom terms negotiable
  • Volume licensing discounts
  • Dedicated support
  • On-premise deployment options
  • Custom integrations available

24. Contact Information

For License Questions:

For Technical Support:

For Legal/Compliance:

General Inquiries:

25. Acceptance

BY CLICKING "I AGREE," INSTALLING, OR USING THE SOFTWARE, YOU:

  1. Acknowledge you have read this Agreement
  2. Understand its terms
  3. Agree to be bound by it
  4. Have authority to enter this Agreement (if representing an organization)
  5. Meet eligibility requirements

IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.

ACKNOWLEDGMENT

I have read, understood, and agree to be bound by this End User License Agreement.

Last Updated: December 17, 2025
Effective Date: December 17, 2025
Version: 1.0

Applicable Products:

  • ESchool360
  • ShopFlow360 (MiseOps360)
  • HealthCenterOps360
  • DrugStoreOps360
  • FactoryTrax360
  • Hosta360
  • BROps360
  • TenantTrax360
  • RepTrax360
  • Pevron360
  • TournaPilot360
  • All other Gestlat ThinkLab 360° systems

This EULA is available in English, French (Français), and Arabic (العربية). The English version is authoritative in case of discrepancies.

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