End User License Agreement
The term “Software” includes all executable computer programs, associated documentation (printed, electronic, or online), and any related files accompanying the product. By using the Software, the Licensee is granted a non-transferable, non-exclusive license to use the Software on one domain and server. This license does not transfer ownership rights; the Vendor retains exclusive title, copyright, intellectual property, and distribution rights over the Software, including its code, databases, and interface design.
Usage Terms
The Licensee’s rights under this Agreement are personal and non-transferable. The Licensee agrees to use the Software solely for its intended purposes and may not:
- Transfer or assign the rights granted under this Agreement to any other person or entity.
- Allow any third party to use or access the Software.
- Modify, reverse-engineer, decompile, or disassemble any part of the Software or its code. Any violation of these restrictions is considered a material breach of this Agreement.
Additional Add-Ons
The use of the Software as outlined in this Agreement does not include access to any optional add-ons, features, or additional services beyond the core functionality provided. Such add-ons may be offered separately at additional cost, and their use is subject to the Vendor’s specific terms and pricing for each add-on.
Fees and Billing
The Licensee agrees to pay all subscription and usage fees as specified. A Platform Usage Fee equivalent to 3% of the total amount charged to the Licensee’s customers for transactions processed through the Software will be applied to facilitate operational and maintenance costs, ensuring service quality. This fee applies to both online and in-person cash transactions facilitated and recorded via the Software, with the Licensee responsible for maintaining a valid payment method on file for any fees assessed.
Limitation of Liability
The Software is provided “as is” without any warranty of fitness for a specific purpose. The Vendor is not liable for any direct, incidental, or consequential damages, including but not limited to lost profits, revenue, or data, resulting from the use or inability to use the Software. The Vendor makes no guarantees regarding the Software’s uninterrupted functionality, error-free performance, or suitability for the Licensee’s specific needs.
Confidentiality
The Licensee agrees to maintain strict confidentiality regarding the Software and any associated proprietary information, including its code, structure, and functionality. This confidentiality extends to refraining from using the Vendor’s proprietary information to develop or distribute competing software, either directly or indirectly. Exceptions include information that:
- Becomes public through no breach of this clause by the Licensee.
- Is lawfully received from a third party without breach of confidentiality obligations.
- Was already in the Licensee’s possession prior to receipt from the Vendor.
Data Ownership and Liability
The Licensee is solely responsible for the data entered, stored, or processed through the Software. The Vendor disclaims any liability related to the Licensee’s customer data, including data loss, unauthorized access, or misuse. The Vendor is not responsible for maintaining customer data upon termination of this Agreement.
Support and Maintenance
The Licensee is entitled to basic maintenance and support during the term of this Agreement as long as they remain in good standing. Access to any new features or upgrades beyond basic support may be offered at the Vendor’s discretion and may be subject to additional fees.
Termination
This Agreement may be terminated if the Licensee fails to comply with its terms or if the term of the Agreement expires. Upon termination, access to the Software will be revoked. The Vendor is not obligated to maintain or transfer the Licensee’s data, though best efforts may be made to provide essential data in a suitable format.
Force Majeure
The Vendor will not be liable for any failure to perform obligations under this Agreement due to events outside its control, such as natural disasters, war, or other unforeseen circumstances.
Governing Law
This Agreement is governed by the laws of the State of Missouri, and the parties submit to the jurisdiction of Missouri courts for the enforcement of this Agreement.
Miscellaneous
This Agreement contains the entire agreement between the parties. Any amendments must be in writing and signed by both parties. If any provision is deemed unenforceable, it will be modified to the extent necessary to ensure enforceability without impacting the remainder of the Agreement.