Positive Pay Bank Software - Positive Payment.com




	End User License Agreement
		Positive Payment.com ® Bank Reconciliation.com ® Bank Account Firewall ® End-User License Agreement ("EULA") THIS AGREEMENT IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO SO, DO NOT COMPLETE THE INSTALLATION PROCESS. PROMPTLY RETURN THE ENTIRE PACKAGE TO THE PLACE WHERE YOU OBTAINED IT, FOR A FULL REFUND. The limited warranty, exclusive remedies and limited liability set forth below are fundamental elements of the basis of the agreement between BankReconciliation.com Corp. and you. BankReconciliation.com Corp. would not be able to provide the Software on an economic basis without such limitations. If this Agreement is included with a "limited-time" or "trial/demo" version of the software, you are granted a time-limited non-exclusive license to use the software for the specified time frame. Thereafter, you may purchase the right to use the appropriate full version of the software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER APPROXIMATELY 5 dayS OF INSTALLING SUCH SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE. The term SOFTWARE includes all software, passwords, user-identification keys, help, documentation, this EULA and all other material supplied by BankReconcilaition.com Corp. to you. The SOFTWARE is licensed, not sold. 1. GRANT OF LICENSE. This EULA grants to you a non-exclusive license to use the SOFTWARE on the terms set forth. A. Installation and use. You may install the SOFTWARE on an unlimited number of computers for your use. There is no limit to the number of users, concurrent or otherwise. There is no limitation to the backup or archival process for your use. B. Bank Accounts. This license grants the user(s) to use the SOFTWARE to reconcile one bank account. If you have acquired this EULA as part of a multi-license pack, the number of bank accounts you may use the SOFTWARE with is specified in the multi-license pack. C. License Independence. The number of software installations and users (1.A.) is independent to the number of bank accounts (1.B.) which you are granted the right to use the SOFTWARE with. No additional license rights are created by additional installations of the SOFTWARE. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS A. Limitations on Reverse Engineering, Decompilation, Modification, Disassembly and Derivative Works. You may not reverse engineer, decompile, modify, disassemble, translate or otherwise reduce the SOFTWARE to a human-perceivable form. You may not create derivative works based on the SOFTWARE, either in whole or in part. B. Rental. You may not rent, lease, resell, sublicense or lend the SOFTWARE. C. Software Transfer. You may permanently transfer all of your rights under this EULA, provided you (a) retain no copies, (b) transfer all of the SOFTWARE (with the exception of user-identification keys and password), (c) the recipient agrees to abide by all of the terms of this EULA, and (d) notify BankReconciliation.com of the transfer. BankReconciliation.com will then issue user-identification keys and passwords to the new user. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE and all of your rights therein, if any. D. Copying. You may not copy or redistribute the software except as specifically provided by this agreement. E. Upgrades. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier end-user license and that you will not continue to use the earlier version of the Software nor transfer it to another. F. Academic Version Software. If the Software is identified as "Academic Edition" or "AE", you must be a "Qualified Educational User" to use the PRODUCT. If you are not a Qualified Educational User, you have no rights under this EULA. To determine if you are a Qualified Educational User, please contact BankReconciliation.com Corp./Sales Department/3420 Pump Road # 109, Richmond VA 23233-1111 or at www.bankreconciliation.com G. Not for Resale Software. If the Software is labeled "Not for Resale" or "NFR," then, notwithstanding other sections of this EULA, your use of the Software is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the Software. H. Trial Software. If the Software is identified as "Trial" or "Demonstration", your use of the software is limited to the specified time frame, approximately 5 days ("Demonstration Period"). Thereafter, you may purchase the right to use the appropriate full version of the software. If the full version is not purchased after the Demonstration Period ends, you may not be able to continue to access and/or use the software or any data you have entered into such software unless you purchase the appropriate full version of the software. I. Export. You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder. 3. COPYRIGHT, TRADEMARKS AND PROPRIETARY NOTICES. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by BankReconciliation.com Corp. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE 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. All rights not expressly granted are reserved by BankReconciliation.com Corp. You may not remove any proprietary notices, labels or marks on the SOFTWARE. 4. LIMITED WARRANTIES A.BankReconciliation.com Corp. warrants that, for a period of ninety (90) days from the date of delivery when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software. EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, BANKRECONCILIATION.COM CORP. DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. NO BANKRECONCILIATION.COM AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY. B. (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE. 5. EXCLUSIVE REMEDY Your exclusive remedy under Section 4 is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem during the warranty period. BankReconciliation.com Corp. will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation or refund to you your purchase price for the Software, at its option. BankReconciliation.com Corp. shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 6. LIMITATIONS OF DAMAGES A. BANKRECONCILIATION.COM CORP. SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERUPTION OR THE LIKE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, EVEN IF BANKRECONCILIATION.COM CORP. OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. B. IN ANY CASE, BANKRECONCILIATION.COM CORP.'S ENTIRE LIABILITY TO YOU UNDER ANY PROVISION IN THIS EULA WILL BE LIMITED TO THE GREATER OF FIFTEEN UNITED STATES DOLLARS ($15 U.S.) OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. C. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. D. To the extent provided by applicable law, the foregoing limitations of damages do not apply to damages for personal injury to you, if any. 7.(USA only) Government End Users RESTRICTED RIGHTS LEGEND This software is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: BankReconciliation.com Corp., 3420 Pump Road # 109, Richmond VA 23233-1111. 8. TERMINATION Without prejudice to any other rights, this EULA shall terminate automatically if you fail to comply with the limitations described in this EULA. No notice shall be required from BankReconciliation.com to effect such termination. You may also terminate this EULA at any time by notifying BankReconciliation.com in writing of the termination. Upon any termination of this EULA, you must uninstall and destroy all copies of the SOFTWARE. 9. GENERAL This Agreement shall be governed by the laws of the State of Florida, USA. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. All questions concerning this Agreement shall be directed to: BankReconciliation.com Corp., 3420 Pump Road # 109, Richmond VA 23233-1111, Attention: Chief Executive Officer.