This License Agreement is made between Tri-8, Inc. ("Licensor")
and the Customer ("Licensee"). By clicking "accept", opening the package,
and/or downloading or otherwise accessing the product, you are consenting
to be bound by this License Agreement. If you do not agree to all of the
terms of this License Agreement, click "do not accept" and the
installation process will not continue, or do not download the product.
1. License. Licensor grants to Licensee a nonexclusive and
nontransferable license to use the OneStep Charge software, its attendant
documentation and any error correction software or documentation
subsequently provided to Licensee ("Software") for use in Licensee's
business and for the benefit of Licensee only.
A. DEMONSTRATION SOFTWARE: The use of OneStep Charge in
demonstration mode is subject to the following conditions:
1. Although live merchant accounts may be used for
testing, it is strictly prohibited to put
OneStep Charge (DEMONSTRATION) in a live
production environment.
2. Software (DEMONSTRATION) may be installed to
more than (1) one "test platform" if you
desire.
2. Restrictions. Software is confidential and copyrighted. Title
to Software and all associated intellectual property rights are retained
by Tri-8, Inc. Licensee may make one (1) archival copy of the Software
provided Licensee affixes to such copy all copyright, confidentiality, and
proprietary notices that appear on the original.
EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT COPY, IN
WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION, MODIFY THE SOFTWARE, REVERSE
COMPILE, REVERSE ASSEMBLE OR DECRYPT ALL OR ANY PORTION OF THE SOFTWARE OR
RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE
UNLESS SPECIFICALLY AUTHORIZED TO DO SO IN WRITING BY LICENSOR.
Licensee agrees that aspects of the licensed materials, including
the specific design and structure of individual programs, constitute trade
secrets and/or copyrighted material of Licensor. Licensee agrees not to
disclose, provide, or otherwise make available such trade secrets or
copyrighted material in any form to any third party without the prior
written consent of Licensor. Licensee agrees to implement reasonable
security measures to protect such trade secrets and copyrighted material.
Title to Software and documentation shall remain solely with Licensor.
Licensee further agrees to allow the use of its name, its
employees' names, and its company logo by Tri-8, Inc. for reasonable marketing
purposes. Licensee will not unreasonably withhold customer testimonial
statements from Tri-8, Inc. when approached by Tri-8, Inc. for the same.
3. Limited Warranty. Licensor warrants that for a period of
thirty (30) days from the date of shipment from Licensor: (i) the media on
which the Software is furnished, if any, will be free of defects in
materials and workmanship under normal use; and (ii) the Software
substantially conforms to its published specifications. Except for the
foregoing, Software is provided AS IS. This limited warranty extends only
to Licensee as the original licensee. Licensee's exclusive remedy and the
entire liability of Licensor and its suppliers under this limited warranty
will be, at Licensor's option, repair, replacement, or refund of the
Software if reported (or, upon request, returned) to the Licensee. In no
event does Licensor warrant that the Software is error free or that
Licensee will be able to operate the Software without problems or
interruptions.
This warranty does not apply if the software (a) has been altered,
except by Licensor, (b) has not been installed, operated, repaired, or
maintained in accordance with instructions supplied by Licensor, (c) has
been subjected to abnormal physical or electrical stress, misuse,
negligence, or accident, or (d) is used in ultra-hazardous activities.
4. Disclaimer and Limitation of Liability. EXCEPT AS SPECIFIED
IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND
WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR
ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY
EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL
LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA,
OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES
HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF
THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR OR ITS
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall Licensor's or its suppliers' liability to
Licensee, whether in contract, tort (including negligence), or otherwise,
exceed the price paid by Licensee. The foregoing limitations shall apply
even if the above-stated warranty fails of its essential purpose.
5. Termination. This License Agreement is effective until
terminated. Licensee may terminate this License at any time by destroying
all copies of Software, including documentation. This Agreement will
terminate immediately without notice from Licensor if Licensee fails to
comply with any provision of this License. Upon Termination, Licensee
must destroy all copies of Software.
6. Export Regulations. All Software and technical data delivered
under this License Agreement are subject to the U.S. Export Administration
Act and its associated regulations and control laws and may be subject to
export or import regulations in other countries. Licensee agrees to comply
strictly with all such laws and regulations and acknowledge that Licensee
has the responsibility to obtain such licenses to export, re-export, or
import as may be required after delivery to Licensee.
7. U.S. Government Restricted Rights. If Software is being
acquired by or on behalf of the U.S. Government or by a U.S. Government
prime contractor or subcontractor (at any tier), then the Government's
rights in Software and accompanying documentation will be only as set
forth in this Agreement; this is in accordance with 48 C.F.R. 227.7202-4
(for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101
and 12.212 (for non-DOD acquisitions).
8. Governing Law. Any action related to this License Agreement
will be governed by the laws of the State of Oklahoma and controlling U.S.
federal law. No choice of law rules of any jurisdiction will apply.
9. Severability. If any provision of this License Agreement is
held to be unenforceable, this License will remain in effect with the
provision omitted, unless omission would frustrate the intent of the
parties, in which case this Agreement will immediately terminate.
10. Integration. This License Agreement is the entire agreement
between Licensor and Licensee relating to its subject matter. It
supersedes all prior or contemporaneous oral or written communications,
proposals, representations and warranties and prevails over any
conflicting or additional terms of any quote, order, acknowledgment, or
other communication between the parties relating to its subject matter
during the term of this Agreement. No modification of this Agreement will
be binding, unless in writing and signed by an authorized representative
of each party.
For inquiries please contact:
Tri-8, Inc.
2923 North Monroe Street
Stillwater, OK 74075
405.377.3888
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