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License for PHP Point Of Sale
END USER LICENSE AGREEMENT FOR PHP POINT OF SALE

This End-User License Agreement ("EULA" ) is a legal agreement between you (either 
an individual or a legal entity) and PHP Point of Sale, LLC (the "Company") for the 
point of sale system accompanying this EULA, which includes computer software and 
may include associated media, printed materials, online or electronic documentation, and 
Internet-based services (the "Software"). Any amendment or addendum to this EULA 
may accompany the Software and in such case, such amendment or addendum shall be an 
integral part of this EULA. YOU AGREE TO BE BOUND BY THE TERMS AND 
CONDITIONS OF THIS EULA, BY DOWNLOADING, INSTALLING, COPYING, 
OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE 
TERMS OR CONDITIONS IN THIS EULA, DO NOT DOWNLOAD, INSTALL, 
COPY, OR USE THIS SOFTWARE.

1.	NON-EXCLUSIVE LICENSE ONLY.  The Software is protected by copyright 
laws and international copyright treaties, as well as other intellectual property laws 
and treaties. The Software is licensed to you for use only in accordance with the terms 
and conditions of this EULA, and not sold in any sense whatsoever. Company and its 
suppliers shall retain title and all ownership rights to the Software and this EULA 
shall not be construed in any manner as transferring any rights of ownership of the 
Software or to any feature or information contained therein, except the limited rights 
to use as specifically stated herein.

2.	GRANT OF LICENSE. Company hereby grants you ("Licensee") a limited, non-
exclusive, non-transferrable, non-sub licensable, royalty-free license to make copies 
of the Software as needed for the agreed upon purpose, install the Software on the 
CPUs of one (1) computer owned by Licensee and stationed on Licensee's premises, 
and use the Software solely for the purpose of evaluating or operating the payment 
processing devices supplied by Company (the "Purpose").

	Licensee may have purchased this License through one of two methods: (i) Download 
- Licensee is provided a download link which is valid for one year to download 
periodic updates of the Software; or (ii) Hosted - Licensee pays for hosting and 
maintenance on Company's server according to fee schedule provided by the 
Company.  This EULA shall apply to either method.

3.	LIMITATIONS.  The License granted under Section 2 of this EULA shall be limited 
by the following:

	(A)	Licensee may modify, reverse engineer, decompile, or disassemble the 
Software only at Licensee's own risk.  COMPANY SHALL NOT BE 
LIABLE FOR ANY DAMAGE TO THE SOFTWARE OR LICENSEE'S 
EQUIPMENT, SOFTWARE, HARDWARE OR OTHER ASSETS DUE TO 
ANY ALTERATION OF THE SOFTWARE.

	(B)	Licensee may not transfer, sublicense, rent, lease or lend the Software, or 
providing commercial hosting services in connection with the Software. 
Where the computers installed with the Software is transferred, rented, leased 
or lent or passed for possession by any person other than Licensee, Licensee 
must completely delete the Software from such computers prior to such 
transfer, rental, lease, lending or passing for possession.

	(C)	Without prejudice to any other rights, Company may terminate this EULA if 
Licensee fails to comply with any terms or conditions of this EULA. In such 
event, Licensee must destroy all copies of the Software and all of its 
component parts upon receipt of a notice of termination by Company and 
provide a certificate of destruction to such effect to Company forthwith within 
10 days.

	(D)	Licensee agrees that the Software is owned by Company and/or its suppliers 
and all rights not expressly granted herein are reserved by Company and/or its 
suppliers, as applicable, and undertakes not to challenge or assist any person 
to challenge such rights in any manner.

	(E)	You agree that Company and its affiliates may collect and use technical 
information gathered as part of the product support services provided to you, 
if any, related to the Software. Company or its affiliates or suppliers may use 
this information solely to improve their products or to provide customized 
services or technologies to you and will not disclose this information in any 
form that personally identifies you.

4.	PRODUCT UPDATES AND MAINTENANCE. Licensee understands and 
acknowledges that Company may provide updates or maintenance to the Software 
from time to time but Company shall have no obligation to provide any updates or 
maintenance to Licensee in relation to the Software licensed to use under this EULA. 
In case that Company provides any update or maintenance to the Software, this 
EULA shall automatically apply to such update or maintenance, unless Company 
provides other terms along with such update or maintenance. 

5.	FURTHER USE RESTRICTION. Licensee acknowledges that use of the Software 
for purposes such as Competitor Evaluation, Reverse Engineering, Decompilation, 
and Disassembly is a violation of this EULA and Licensee agrees that such use 
constitutes a blatant and flagrant violation and fundamental breach of this EULA and 
will be subject to any and all remedies and/or penalties available to Company and/or 
its supplier(s) under the applicable law.

6.	CONFIDENTIALITY. 

	(A)	Licensee understands that the Software contains confidential, proprietary or 
trade secret information (together "Confidential Information") of Company 
and/or its suppliers, and shall be maintained in strictest confidentiality. 
Licensee agrees that the confidentiality obligations, including without 
limitation the following, are an essential part of this EULA and any 
unauthorized disclosure by Licensee constitutes a fundamental breach to this 
EULA:

		(i) 	not use the Confidential Information disclosed by Company for any 
purposes other than the specified Purpose;

		(ii) 	protect Company's Confidential Information in the same manner and 
with the same degree of care, but not less than a reasonable degree of 
care, against unauthorized use, dissemination, publication or disclosure, 
as Licensee uses or protects its own confidential or proprietary 
information of a like nature;

		(iii) 	limit the use, circulation of and access to Company's Confidential 
Information to Licensee's directors, officers and employees who have a 
need to know in connection with the Purpose, are under binding 
obligations of confidentiality no less restrictive than those of this EULA, 
and have been notified that such information is Confidential Information 
for the Purpose, and Licensee shall be held liable if such persons do not 
adhere to such requirements;

		(iv) 	not copy any of Company's Confidential Information except as 
reasonably required for the specified Purpose; 

		(v) 	reproduce Company's proprietary rights notices on any such authorized 
copies, in the same manner in which such notices were set forth in or on 
the original;

		(vi)	not reverse engineer, disassemble or decompile any prototype, software 
or other tangible object that embody Company's Confidential 
Information; and

		(vii)	notify Company in writing immediately upon the occurrence of any 
unauthorized release, disclosure or other breach or upon presence of 
threat of such occurrence.

(B)	Licensee understands and acknowledges that disclosure or use of the Software 
except as authorized above will result in irreparable harm to Company and/or 
its suppliers and that monetary damages may be inadequate to compensate 
Company and/or its suppliers for such breach.  Accordingly, Licensee agrees 
that Company will, in addition to any other remedies available to it at law or 
in equity, be entitled to injunctive reliefs to enforce the terms of this 
Agreement.

7.	COPYRIGHT. All title, copyrights and other intellectual property rights in and to 
the Software (including but not limited to any images, photographs, animations, 
video, audio, music, text, and applets incorporated into the Software), the 
accompanying printed materials, and any copies of the Software are owned by 
Company and/or its suppliers. The Software is protected by copyright laws, other 
intellectual property laws and international treaty provisions. Therefore, Licensee 
must treat the Software like any other copyrighted material except that Licensee may 
install the Software on authorized computers provided Licensee keep the original 
solely for backup or archival purposes only. License may not copy any printed 
materials accompanying the Software without express authorization in this EULA or 
prior written permission of Company.

8.	EXPORT RESTRICTIONS.	Licensee acknowledges that the Software licensed 
for use hereunder are subject to the export control laws and regulations of the U.S.A., 
and any amendments thereof.  Licensee confirms that with respect to the Software, 
Licensee will not export or re-export them, directly or indirectly, either to (i) any 
countries that are subject to U.S.A export restrictions (currently including, but not 
necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and 
Montenegro), Iran, Iraq, Libya, North Korea, South Africa (military and police 
entities), Syria, and Vietnam); (ii) any end user who Licensee knows or has reason to 
know will utilize them in the design, development or production of nuclear, chemical 
or biological weapons; or (iii) any end user who has been prohibited from 
participating in the U.S.A. export transactions by any federal agency of the U.S.A. 
government. Licensee further acknowledges that the Software may include technical 
data subject to export and re-export restrictions imposed by the laws of the U.S.A.

9.	DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" 
AND "WITH ALL FAULTS", WITHOUT WARRANTY OF ANY KIND. TO THE 
MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, COMPANY 
FURTHER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, 
STATUTORY, OR BY ESTOPPEL, INCLUDING WITHOUT LIMITATION ANY 
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR 
SAMPLE, NO DEFECT IN WORKMANSHIP OR MATERIAL, LACK OF 
VIRUSES, AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY 
TO TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-
INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK 
ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND 
DOCUMENTATION REMAINS WITH LICENSEE. NO ACTIVITY, SERVICE, 
ADVERTISING, PACKAGING, STATEMENT OR COMMUNICATION BY 
COMPANY OR ITS SUPPLIER(S)IN RELATION TO THE SOFTWARE, EVEN IF 
PRESENTED IN A FORM OF PRODUCT WARRANTY, WHETHER PRIOR TO, 
ON OR POST THE DATE OF THIS EULA, SHALL BE INTERPRETED AS AN 
ANNULMENT, IMPAIRMENT OR MODIFICATION TO THIS DISCLAIMER.

10.	EXCLUSION OF CLAIMS/REMEDIES. TO THE MAXIMUM EXTENT 
PERMITTED BY THE APPLICABLE LAW, IN NO EVENT SHALL COMPANY 
AND/OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER 
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR 
CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS 
INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR 
FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF 
REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER 
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN 
ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE 
SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR 
OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT 
THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF 
THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY 
PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT 
(INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, 
BREACH OF CONTRACT OR BREACH OF WARRANTY OF COMPANY 
AND/OR ANY OF ITS SUPPLIERS, AND EVEN IF COMPANY AND/OR ANY 
OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES. YOU UNDERSTAND AND AGREE THAT YOU HAVE WAIVED 
ALL RIGHTS TO ALL REMEDIES, WHETHER IN LAW OR IN EQUITY, 
EXCEPT IN CASE OF A FUNDAMENTAL BREACH BY COMPANY AND/OR 
ANY OF ITS SUPPLIERS, YOU HAVE THE EXCLUSIVE AND SOLE REMEDY 
TO REQUEST FOR A NEW COPY OF THE SOFTWARE, WHICH COMPANY 
HAS THE SOLE DISCRETION TO DETERMINE WHETHER TO SATISFY.

11.	GOVERNING LAW AND DISPUTE SETTLEMENT. This EULA shall be 
governed by and construed in accordance with the laws of the State of New York. In 
case of any dispute arising out of or in connection with this EULA, you have 
consented to the exclusive jurisdiction of the federal and state courts sitting in the 
county covering Monroe County, New York.

Any dispute, claim or controversy arising out of or relating to this Agreement or the 
breach, termination, enforcement, interpretation or validity thereof, including the 
determination of the scope or applicability of this agreement to arbitrate, shall be 
determined by final and binding arbitration in New York, United States of America 
before one arbitrator. The arbitration shall be administered pursuant to its streamlined 
Arbitration Rules and Procedures. The language to be used in the arbitral proceedings 
will be English.  Judgment on the award may be entered in any court having 
jurisdiction and will be binding. This clause shall not preclude parties from seeking 
provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  
The cost of arbitration shall be borne equally by the parties.  In the event of a conflict 
or inconsistency between the rules and procedures of the arbitration administrator and 
this Agreement, this Section shall govern.

12.	SEVERABILITY. Should any provision of this Agreement be held to be void, 
invalid or inoperative by any court, arbitration panel or other tribunal, the remaining 
provisions of this Agreement shall not be affected and shall continue in effect and the 
invalid provisions shall be deemed modified to the least degree necessary to remedy 
such invalidity.

13.	ATTORNEYS' FEES.  Should either party to this Agreement institute any action, 
arbitration, or proceeding, for injunctive relief, to enforce this Agreement or any 
provision hereof, or for damages by reason of any alleged breach of this Agreement, 
otherwise arising under this Agreement, or for a declaration of rights hereunder, the 
party initiating any such action or proceeding irrevocably and unconditionally agrees 
to pay all the other party costs and expenses, including, without limitation, reasonable 
attorney's fees, incurred by such arbitration, action or proceeding.

14.	MISCELLANEOUS. This EULA (including any of its addendums or amendments) 
constitutes the entire agreement between you and Company relating to the Software 
and the support or maintenance services therein (if any), and shall replace and 
supersede all prior or contemporaneous oral or written communications, proposals 
and representations with respect to the Software or any other subject matter covered 
by this EULA. To the extent the terms of any Company policies or programs for 
support services conflict with the terms of this EULA, the terms of this EULA shall 
control. If any provision of this EULA is held to be void, invalid, unenforceable or 
illegal, the other provisions shall continue in full force and effect. This EULA may be 
modified only in writing. No delay in enforcing a right or remedy under this EULA 
shall be deemed to be a waiver. You cannot transfer or assign this EULA or any right 
or obligation herein to any person without prior written consent from Company.

Should you have any questions concerning this EULA, or if you desire to contact 
PHP Point of Sale for any reason, please contact [email protected]