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 firstname.lastname@example.org.