"Host Protocols For Gift/Loyalty & Phone Cards"
END-USER LICENSE AGREEMENT FOR LIPMAN USA SOFTWARE.
IMPORTANT-READ CAREFULLY:
This Lipman End-User License Agreement ("EULA") is a legal agreement between you
(either an individual or a single entity) and Lipman USA, Inc. ("Lipman") for the
Lipman Software Product identified above, which may include associated media,
printed materials, and "online" or electronic documentation ("Software Product").
By installing, copying, or otherwise using the Software Product, you agree to be
bound by the terms of this EULA. If you do not agree to the terms of this EULA,
do not install, copy or use the Software Product and return the product to our
attention at the address set forth below for a full refund.
SOFTWARE PRODUCT LICENSE
The Software Product is protected by copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties. The Software Product is licensed,
not sold.
1. GRANT OF LICENSE. This EULA grants you the following rights:
* Software License. Lipman grants you the non-exclusive right to make and use, solely in
connection with your use of Lipman terminals, a number of copies of the Software Product
equal to the number of Lipman terminals validly purchased by you.
You may also make copies of the Software Product for backup and archival purposes.
* Distribution. Lipman grants you a non-exclusive, royalty-free right to reproduce and
distribute an unlimited number of copies of the Software Product, solely for use in connection
with Lipman terminals, provided that you: (a) distribute the Software Product in object code
form only as part of a software product created by you for use with Lipman terminals, that adds
significant and primary value to the Software Product (the "Licensed Product"); provided such
Licensed Product complies with all applicable laws, rules and regulations, including without
limitation, all VISA, MasterCard and other association rules and regulations; (b) do not use
Lipman's name, logo, or trademarks to market the Licensed Product; (c) will not permit further
distribution of the Software Product by your end-user customers; (d) include a valid copyright
notice on the Licensed Product sufficient to protect Lipman's copyright in the Software Product;
(e) distribute and license the use of the Licensed Product to end users only pursuant to your
end user license agreement; (f) indemnify, hold harmless, and defend Lipman from and against any
claims or lawsuits, including attorney's fees, that arise or result from the use or distribution
of your Licensed Product; (g) otherwise comply with the terms of this EVLA; and (h) agree that
Lipman reserves all rights not expressly granted. No license is granted to you in the source
code of the Software Product.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Not for Redistribution Software. If the Software Product is labeled "Not for Redistribution"
or "NFR," then, notwithstanding other sections of this EULA, you may not resell, sublicense, or
otherwise transfer for value, the Software Product by itself or as part of a Licensed Product.
* Maintenance of Copyright Notices. You must not remove or alter any copyright notices on all
copies of the Software Product.
* Limitations on Reverse Engineering, Decompilation, and Disassembly. Neither you nor your
end-user customers may reverse engineer, decompile, disassemble or otherwise attempt to discover
the source code of the Software Product, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.
Separation of Components. The Software Product is licensed as a single product.
Its component parts may not be separated for use on more than one terminal.
* Performance or Benchmark Testing. You may not disclose the results of any benchmark
test of the Software Product to any third party without Lipman's prior written approval.
* Support Services. Lipman may provide you with support services related to the Software
Product ("Support Services"), use of Support Services is governed by the Lipman policies
and programs described in the user manual, in "online" documentation, and/or in other
Lipman-provided materials. Any supplemental software code provided to you as part of the
Support Services shall be considered part of the Software Product and subject to the terms
and conditions of this EULA. With respect to technical information you provide to Lipman as
part of the Support Services, Lipman may use such information for its business purposes,
including for product support and development. Lipman will not utilize such technical
information in a form that personally identifies you.
* Software Transfer. You may permanently transfer all of your rights under this EULA (i)
only in conjunction with a permanent transfer of your validly purchased Lipman terminals;
(ii) provided you retain no copies; (iii) you transfer all of the Software Product
(including all component parts, the media and printed materials, and any upgrades);
and (iv) the recipient agrees to the terms of this EULA. If the Software Product is an
upgrade, any transfer must include all prior versions of the Software Product.
* Termination. Your rights under this EULA terminate upon the termination of your right
to use the Lipman terminal being used in connection with the Software Product. Without
prejudice to any other rights, Lipman may terminate this EULA if you fail to comply with
the terms and conditions of this EULA. In such event, you must destroy all copies of the
Software Product and all of its component parts.
3. UPGRADES.
If the Software Product is labeled as an upgrade, you must be properly licensed to use a
product identified by Lipman as being eligible for the upgrade in order to use the Software
Product. A Software Product labeled as an upgrade replaces and/or supplements the product
that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded
product only in accordance with the terms of this EULA. If the Software Product is an upgrade
of a component of a package of software programs that you licensed as a single product, the
Software Product may be used and transferred only as part of that single product package and
may not be separated for use on more than one terminal.
4. COPYRIGHT.
All title, including but not limited to copyrights, in and to the Software Product and any
copies thereof are owned by Lipman or its suppliers. All title and intellectual property
rights in and to the content which may be accessed through use of the Software Product is
the property of the respective content owner and may be protected by applicable copyright
or other intellectual property laws and treaties. This EULA grants you no rights to use
such content.
5. U.S. GOVERNMENT RESTRICTED RIGHTS.
The Software Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure
by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013 or subparagraphs (c)(1)
and (ii) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer is Lipman USA, Inc., 50 Gordon Drive, Syosset, New York 11791.
6. EXPORT RESTRICTIONS.
You agree that you will not export or re-export the Software
Product to any country, person, entity or end user subject to U.S.A. export restrictions.
Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq,
Libya, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S.A. Bureau
of Export Administration nor any other federal agency has suspended, revoked or denied your
export privileges.
7. NO WARRANTIES.
Lipman expressly disclaims any warranty for the Software Product. THE SOFTWARE PRODUCT IS
PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT
REMAINS WITH YOU.
8. LIMITATION OF LIABILITY.
In no event shall Lipman or its suppliers be liable for any damages whatsoever (including,
without limitation, damages for loss of business profits, consequential or incidental damages,
business interruption, loss of business information, or any other pecuniary loss or expense)
arising out of the use of or inability to use the Software Product, even if Lipman has been
advised of the possibility of such damages. Because some states and jurisdictions do not allow
the exclusion or limitation of liability for consequential or incidental damages, the above
limitation may not apply to you.
MISCELLANEOUS
This EULA is governed by the laws of the State of New York, excluding the application of its
conflict of laws rules. In the event of any dispute arising from or relating to this EULA,
the parties hereto irrevocably consent to the personal jurisdiction of the courts located in
New York, New York, which shall be the exclusive venue for any such dispute. The United Nations'
Convention on International Sale of Goods does not apply. This EULA sets forth the entire
understanding and agreement between you and Lipman and may be amended only in a writing signed
by both parties.
Do you accept all the terms of the preceding License Agreement? If you
choose NO, you will not be able to access the software. To access the software, you must accept the Agreement
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