Legal
Payscout Inc's End User Hosted License Agreement:
This Software License Agreement ("Agreement") is a legal Agreement between you, the organization or entity, ("Customer") and Payscout Inc ("Payscout") which covers the use of the Paywire Point of Sale System ("Software") including any templates of compliance standards ("Templates") and associated user documentation ("Documentation") in combination with the Paywire Application Hosting Service ("Service"). This Agreement is effective from the day that you indicate your approval of the terms of the Software License Agreement by completing the initial logon sequence, and shall remain in force until Service is terminated. No perpetual rights of use are granted to Customer under this Agreement.
Grant of License:
Subject to your paying all fees to Paywire or its authorized distribution agent when or before they fall due, this Agreement grants you a non-exclusive, non-transferable limited right to use the Software, and Documentation during the term of the Service. You may use the Software in combination with Service and only for the organization or entity identified in the Agreement. The Software may only be executed on one or more hardware platforms ("Server(s)") which shall be part of Service. For the purposes of this Agreement, a Server is considered to be a hardware platform which may consist of one or multiple CPUs but which is designed to operate as a single software execution entity, including a clustered hardware environment. You may make as many printed or electronic copies of the Documentation as reasonably necessary to exercise your right to use the Software. Where modifications are made to the Software (“Modifications”), you agree that such Modifications are covered under the terms of this Agreement and are part of the Software. Any Software licensed to you under this Agreement are solely for your use and may not distributed to or used by a third-party.
Copyright and Intellectual Property:
The Software and any trademarks in connection therewith are owned by Paywire or its licensors and are protected by both national and international law. The Software contains trade secrets and confidential information of Paywire and its licensors. You agree to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copies shall be made. No title to or ownership of any of the Software or trademarks is transferred to you or any third party by this Agreement. You acknowledge that all of the copyright and other intellectual property rights subsisting in or used in connection with the Software are and remain the sole property of Paywire or its licensors and you shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute such ownership. Except as expressly set forth in this Agreement you shall not execute, use, reproduce (either permanently or temporarily), rent, lease, sublicense, subdivide, distribute, transfer, display, translate, adapt, arrange or alter the Software or create derivative works based upon the Software, or take any action inconsistent with Paywire's or its licensors' intellectual property rights in the Software. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law. You agree to reproduce Paywire's copyright and all other legal notices, including but not limited to other proprietary notices, and notices mandated by governmental entities, on all complete or partial reproductions, adaptations, or transmissions of the Software. Except for the use of the Software in combination with the Service, you will not use the Software in breach of any third party licenses and Paywire shall incur no liability for any such breach. This Software interfaces with several third party services, such as credit card processing, ACH, and other transaction processing systems, and you agree to comply with any copyright and usage rules that may apply to such services.
Limited Warranty:
Paywire warrants that (i) the Software will conform substantially in accordance with the User Documentation for the term of the Service (provided that Customer utilizes the Software in accordance with such User Documentation on computers meeting the minimum hardware and software specifications provided by Paywire), and (ii) Customer’s use of the Software in combination with the Service will not breach any third party licenses or infringe upon any third party intellectual property rights. The Licensee acknowledges that Paywire does not warrant that the execution of the Software shall be uninterrupted or error-free. While Paywire does not warrant that the Software is free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses. Where Paywire interfaces with third party systems, payment processing networks, it makes reasonable attempts to comply with third party interfaces and does not warrant the third party services to be without error, howsoever such error may be caused. For all purposes, however, Paywire shall be responsible only to the extent of taking reasonable steps at no cost to Customer to correct any errors or non-conformance in or relating to the Software.
Customer Remedies:
Paywire's entire liability and your exclusive remedy shall be as defined in the Application Hosting Agreement. No other remedies are provided to Customer under this Agreement.
NO OTHER WARRANTIES:
EXCEPT FOR THE LIMITED WARRANTIES STATED ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYWIRE DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED. BY WAY OF EXAMPLE BUT NOT LIMITATION, WITH RESPECT TO THE SOFTWARE AND ANY ACCOMPANYING USER DOCUMENTATION AND MEDIA, PAYWIRE MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
LIMITATION OF LIABILITY:
IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL EITHER PARTY, BE LIABLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY OR DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT LOSSES) ARISING FROM THIS AGREEMENT, CUSTOMER’SUSE, OR INABILITY TO USE, THE SOFTWARE, REGARDLESS OF WHETHER PAYWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE. PAYWIRE'S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE.
Prior Agreements:
This Agreement together with the Application Hosting Agreement and Exhibits and Schedules thereto, overrides all prior written and oral communications regarding the Software and sets out the entire agreement between Paywire and you, the Licensee. You irrevocably waive any right you may have to claim damages or to rescind (in the case of misrepresentation) the Agreement for any misrepresentation or warranty not set out in this Agreement unless such misrepresentation or warranty was made fraudulently.
Termination:
This license is effective only during the term of Service and is subject to the Term and Termination provisions of Paywire's Application Hosting Agreement. Upon termination of this Agreement, Customer will discontinue use of and will cooperate with Paywire in disabling the Software either by remote access or by allowing Paywire to disable the Software in person. Fees payable to Paywire for the Service shall continue until the Software is disabled.
No Waiver:
Any failure by either party to exercise an option or right conferred by this Agreement shall not of itself constitute or be deemed a waiver of such option or right.
Severability:
If any provision in this Agreement is declared void or unenforceable by any judicial or administrative authority this shall not nullify the remaining provisions of this Agreement which shall remain in full force and effect.
Export Restrictions:
You acknowledge that the Software is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
U.S. Government Restricted Rights:
All Paywire products and documentation are commercial in nature. The Software and Documentation are "Commercial Items", as that term is defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable, Paywire’s computer software and computer software documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this license agreement. Manufacturer/Distributor is Payscout Inc, 500 Franklin Turnpike Suite 201, Ramsey, NJ 07446, USA.
Law:
This Agreement shall be governed by the laws of the State of Connecticut and the parties agree to submit to the exclusive jurisdiction and venue of the Superior or State Courts of Hartford County, Connecticut in connection with any legal actions hereunder.
Equitable Remedies:
Customer agrees that any brach by it of the covenants contained in this Agreement will result in irreparable injury to Paywire for which money damages could not adequately compensation; therefore in the event of a breach, Paywire shall be entitled (in addition to any other rights and remedies which it may have at law or in equity, including money damages) to have an injunction issued enjoining and restraining Customer and/or any other person involved from continuing such breach. The existence of any claim or cause of action which Customer or any other person may have against Paywire or any other person will not constitute a defense or bar to the enforcement of Customer’s agreements herein.
General:
This Agreement may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both you and Paywire. Should you have any questions concerning this Agreement, or if you desire to contact Paywire for any reason, please write: Payscout Inc, Customer Service, 500 Franklin Turnpike Suite 201, Ramsey, NJ 07446, USA