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IMPORTANT: BY USING THE SOFTWARE TO WHICH THIS AGREEMENT IS ATTACHED YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
END USER LICENSE AGREEMENT
This End User License Agreement (the "Agreement") comprises the detailed terms and conditions governing your access to and use of this Software, defined below, and is between you ("you", "your") and VeriFone, Inc. ("VeriFone," "we," "our," and "us"). All references to you include you, in your personal capacity, as well as the company or any other legal entity on whose behalf you are using the Software. VeriFone and you may hereinafter individually be referred to as a "party" and collectively as "parties"
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. If you accept its terms, click "I agree"; whereupon this Agreement becomes effective (the "Effective Date"). Your use of the Software also confirms your acceptance of, and agreement to be bound by the terms of this Agreement. If you do not agree to this Agreement, do not use the Software. This Agreement affects your rights and you should read them carefully.
VeriFone reserves the right, from time to time, with or without notice to you, to change this Agreement in our sole and absolute discretion. The most current version of this Agreement will supersede all previous versions and be available on the website where the Software is made available.
2. Description of Software; Ownership
(a) Software. All development tools (including compiler and debugger), application programming interfaces ("APIs"), libraries, binary utilities, header files, documentation, content, data, and other materials accompanying this Agreement, whether delivered on disk, through a download, or any other media or form (collectively, the "Software") are licensed, not sold, to you by VeriFone for to use only under the terms of this Agreement. Subject to Section 10 below, VeriFone and/or its licensors retain ownership of all right, title, and interest in, to, and under the Software, including, without limitation, all patent, copyright, trade secret, and other intellectual property and other proprietary rights therein, and reserve all rights not expressly granted to you. The terms of this Agreement will govern any updates provided by VeriFone that replace and/or supplement the original Software delivered to you, unless such update is accompanied by a separate license in which case the terms of that license will govern.
(b) Third Party Content. You may use or implement the use of third party content (including, without limitation, applications or other software that enable or utilize third party products or services such as a third party payment network or platform (other than Visa, Mastercard, Discover or American Express)) on VeriFone products and services only where such third party content has been authorized for use by VeriFone and then only in accordance with the terms of this Agreement, any agreement governing such third party content, and any other applicable terms governing your relationship with us and your use of VeriFone products and services and any applicable Add-On Terms (as defined below).
3. Licensed Uses and Restrictions
(a) License Grant. Subject to your compliance with the terms of this Agreement you are granted a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to install and use the Software on a single computer for use by a single user and only for the purpose of integrating your software and systems with VeriFone products and services acquired by you, as set forth (i) in the applicable documentation included with the Software or otherwise, and any applicable Add-On Terms, (ii) any and all applicable specifications and other documentation provided to you from time to time with respect to the Software, and (iii) all applicable laws, statutes, rules and regulations. You may transfer ("rehost") the Software to a new computer when the original computer is replaced or upgraded.
Any part of the Software that is comprised of downloadable libraries or APIs header files are licensed hereunder in object-code form only and may only be downloaded onto the applicable VeriFone products acquired by you which are designated by VeriFone for use with such libraries or APIs, as set forth in the applicable documentation included with the Software or otherwise (subject to the provisions in any separate license agreement or other document relating to such libraries and/or APIs). This License does not provide for any rights except with respect to VeriFone products and services that are owned by you or leased by VeriFone to you. You acknowledge that your use of the Software (or any part thereof) in any manner other than as permitted hereunder automatically terminates this Agreement and rescinds the license and right to use granted hereunder. Upon request by VeriFone, you will promptly destroy any source or object code developed in violation of this Agreement and certify in writing to such destruction.
(b) Integrated Software. Subject to the terms of this Agreement, you have the right to use any software developed by you based on or using the Software (collectively, the "Integrated Software").
(c) Restrictions. You acknowledge and agree that, in exchange for VeriFone agreeing to provide you with a license to the Software as set forth herein, you shall not, and shall ensure that your affiliates, employees, agents, representatives, officers, representatives and subcontractors do not (directly or indirectly):
(i) copy the Software (except as expressly permitted by this Agreement) or decompile, reverse engineer, disassemble or attempt to derive the source code of, those components of the Software provided in object code form, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);
(ii) remove, alter, or obscure any copyright notice or other proprietary rights notice on any component of the Software;
(iii) sell, assign, pledge, rent, lease, lend, upload to or host on any website or server, redistribute, or sublicense the Software (or any part thereof), or operate the Software (or any part thereof) in the capacity of a service bureau or other hosted services provider, in whole or in part, nor may you enable others to do so;
(iv) disclose to any third party or permit any third party to have access to, use, execute, alter, modify, customize or improve the Software, or any part thereof, or any alteration, modification, customization or improvement of the Software (including any Integrated Software);
(v) use the Software (or any part thereof) for any illegal purpose, in any manner that is inconsistent with the terms of this Agreement, or to engage in any illegal activity;
(vi) use the Software (or any part thereof) in violation of any applicable federal or state laws or regulations, or the regulations, bylaws or rules of any payment card network;
(vii) use the Software (or any part thereof) in any manner that interferes with or damages the operation of VeriFone's products or services; or
(viii) use the Software or any information contained therein or otherwise provided by VeriFone for the purpose of developing, or having developed, any product competitive with any VeriFone product or service as determined by VeriFone in its sole discretion.
(d) Add-On Modules.
(i) From time to time, we may grant you access to products and services through Add-On Modules. "Add-On Modules" means (1) anything provided by or involving a third party other than VeriFone; (2) any modules involving changes to the VeriFone products and services other than changes solely to the graphical user interface of the VeriFone products and services that do not modify the integrity or security of the VeriFone products and services as determined by VeriFone in its sole discretion; or (3) any other modules that VeriFone designates as Add-On Modules, in each case whether retrospectively or prospectively, and in its sole discretion. Some of these Add-On Modules may be subject to terms VeriFone will make available to you that are separate from and in addition to the terms of this Agreement ("Add-On Terms"). Such Add-On Terms may, for example, impose a limited term on your use of such Add-On Modules, in some cases with opportunities to renew such Add-On Terms, additional fees for such use, and/or may change from time to time as prescribed therein. We may also, for example, grant you access to Add-On Modules without charge for an initial period (e.g., a trial period), at the end of which if you wish to continue using such Add-On Module, you will have to negotiate continued access to and use of the Add-On Module with us. With respect to any Add-On Module, in the event of a conflict between the terms of this Agreement and the applicable Add-On Terms, the terms of the applicable Add-On Terms will control.
(ii) VeriFone makes no representation that any Add-On Module would be appropriate or available for use in any particular location or that any Add-On Module will continue to be available. To the extent you choose to activate any Add-On Module, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Subject to any applicable Add-On Terms, if any, VeriFone reserves the right to change, suspend, remove, or disable access to any Add-On Module at any time. In no event will VeriFone be liable for the removal of or disabling of use or access to, in whole or in part, any Add-On Module. You acknowledge that the Add-On Terms will be binding upon you when delivered by VeriFone and will condition your use of the Add-On Modules.
(iii) You may use the Software to activate and, if applicable, configure those Add-On Modules for which you have obtained permission from us to use in accordance with any applicable Add-On Terms and for which you have paid any applicable fees in accordance therewith.
(e) Reservation of Rights. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity, or rights, express or implied, are granted by VeriFone, by implication, estoppel, or otherwise.
4. Fees. In consideration for your use of the Software, you agree to pay VeriFone the applicable fees for the Software as quoted by VeriFone. All fees are exclusive of applicable taxes, including without limitation sales tax. If you fail to pay the fees for the Software when due, VeriFone reserves the right to pursue any and all legal remedies to collect the amounts owed by you, and to terminate this Agreement. If VeriFone indicates that the Software is provided without a license fee, your license to the Software will be considered royalty-free and valid without the payment of any fees by you to VeriFone.
5. Updates. VeriFone may update, extend, enhance, or otherwise modify the Software (or any part thereof) at any time in its sole discretion without notice, but nothing in this Agreement will obligate VeriFone to provide you with any such extensions, enhancements, or modifications. Nothing in this Agreement requires VeriFone or its licensors to provide any maintenance, technical, or other support for the Software (or any part thereof).
6. Confidentiality. The Software and all source code (other than "open source" source code), documentation, specifications, engineering details and related information pertaining to the Software, whether in oral, written, graphic or electronic form, are and shall remain the confidential and proprietary information of VeriFone or its licensors (collectively, the "Confidential Information"). You shall (i) disclose Confidential Information to only those directors and employees (collectively, "Affiliates") whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information; and (ii) use Confidential Information solely in accordance with Section 3(a), but not for any purpose detrimental to VeriFone. In any event, you and your Affiliates shall treat Confidential Information as strictly confidential and shall use the same care to prevent disclosure of such information as you use with respect to your own similar confidential and/or proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. Neither you nor any of your Affiliates shall copy any Confidential Information without the prior express written consent of VeriFone, and all Confidential Information, and any copies thereof, shall be returned promptly to VeriFone upon request. You shall ensure that your Affiliates comply with the provisions of this section, and you shall be liable for any breach of this section resulting from the act or omission of any of your Affiliates. You shall not disclose Confidential Information to any third party, including, without limitation, any of your subcontractors.
7. Termination. This Agreement is effective from the Effective Date until terminated in accordance with this Agreement. Your rights under this Agreement will terminate automatically or cease to be effective without notice from VeriFone if you fail to comply with any term of this Agreement. VeriFone reserves the right to terminate this Agreement at any time. Upon the termination of this Agreement, you will cease all use of the Software (or any part thereof) and destroy all copies, full or partial, of the Software. Sections 3(e), 6, 7, 8, 9, 10, 11 and 12 will survive any termination of this Agreement.
8. Indemnification. To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless VeriFone, its affiliates and each of their directors, officers, employees, independent contractors, and agents (each a "VeriFone Indemnified Party") from any and all claims, losses, liabilities, damages, expenses, and costs (including without limitation attorneys� fees and court costs) (collectively, "Losses") incurred by a VeriFone Indemnified Party as a result of (i) your non-compliance with any terms of this Agreement; (ii) your use of the Software (or any part thereof); or (iii) your use of any Integrated Software, including any claim that Integrated Software infringes the copyright, trademark, trade secret or other intellectual property right of a third party.
9. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE (OR ANY PART THEREOF) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE (OR ANY PART THEREOF) IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VERIFONE AND ITS LICENSORS (COLLECTIVELY REFERRED TO AS "VERIFONE" FOR THE PURPOSES OF SECTION 8 AND SECTION 9) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE (OR ANY PART THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE AND/OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO INDEMNIFICATION FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS IS PROVIDED BY VERIFONE OR ITS LICENSORS FOR THE SOFTWARE, OR ANY COMPONENT THEREOF. VERIFONE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE (OR ANY PART THEREOF), THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE (OR ANY PART THEREOF) WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE (OR ANY PART THEREOF) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES ACCESSED AND/OR CONFIGURED THROUGH THE SOFTWARE (OR ANY PART THEREOF), INCLUDING ANY ADD-ON MODULES, WILL CONTINUE TO BE MADE AVAILABLE, THAT THE SOFTWARE (OR ANY PART THEREOF) WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR THAT DEFECTS IN THE SOFTWARE (OR ANY PART THEREOF) WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERIFONE OR A VERIFONE AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL VERIFONE OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE (OR ANY PART THEREOF), ANY ADD-ON MODULE, ANY INTEGRATED SOFTWARE, OR ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES IN CONJUNCTION WITH THE SOFTWARE (OR ANY PART THEREOF), HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will VeriFone�s total liability to you for all damages exceed the fees paid by you for the Software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
11. Acknowledgements. Portions of the Software may utilize or include third party software and other copyrighted material. Acknowledgments, licensing terms, and disclaimers for such material are contained in the electronic documentation for the Software or may otherwise accompany such material, and your use of such material is governed by their respective terms. In the event of conflict between the terms of this Agreement and an applicable open source or third party agreement, the open source or third party agreement will control solely with respect to the open source software or third party software. You shall not subject any software included in the Software to any open source license that does not otherwise apply to such software. You also acknowledge that this Agreement shall not be construed as preventing us in any manner from developing (directly or indirectly) any products that are the same as or competitive with the products that you develop by using the Software (or any portion thereof).
(a) Assignment. This Agreement may not be assigned, nor may any of your obligations under this Agreement be delegated, in whole or in part, by you by operation of law, merger, or any other means without VeriFone�s express prior written consent and any attempted assignment without such consent will be null and void.
(b) Export Control. You may not use or otherwise export or reexport the Software (or any part thereof) except as authorized by United States law and the laws of the jurisdiction(s) in which the Software (or any part thereof) was obtained. In particular, but without limitation, the Software may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department"s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person"s List or Entity List. By using the Software (or any part thereof), you represent and warrant that you are not located in any such country or on any such list.
(c) Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York, exclusive of conflict or choice-of-law rules, and the parties hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts in the Southern District of New York. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY OR CLASS ACTION, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.
(e) Equitable Relief and Cumulative Remedies. You acknowledge that any breach, threatened breach, or default of your obligations under this Agreement with respect to Sections 2, 3, 6 and 12(j) will cause VeriFone and/or its licensors irreparable injury for which there are inadequate remedies at law, and therefore VeriFone will be entitled to equitable relief, including without limitation, injunctive relief, in addition to, and without limitation of, any and all other remedies available at law, in equity under contract, including without limitation, this Agreement, or otherwise. It is agreed that the rights and remedies herein provided to VeriFone in case of breach, threatened breach, or default by you of this Agreement are cumulative and without prejudice to any other rights and remedies that VeriFone may have by reason of such default or breach by you at law, in equity, under contract, including without limitation this Agreement, or otherwise, all of which are hereby expressly reserved.
(f) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect.
(g) Complete Agreement; Governing Language. This Agreement and the Master Agreement, if any, and any Add-On Terms, constitute the entire agreement between you and us relating to the use of the Software (or any part thereof) licensed hereunder and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding on VeriFone unless in writing and signed by VeriFone.
(h) Relationship of the Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and VeriFone, and you will not represent to the contrary, whether expressly, by implication, appearance, or otherwise.
(i) Waiver and Construction. Failure by VeriFone to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.
(j) No Disparagement. At no time during or following the term of this Agreement shall you make any statement to any person or entity that in any way disparages or demeans the business reputation or acumen of VeriFone, the Software, or any other product or service of VeriFone (or any of its affiliates) or that would have the tendency to cause any party not to enter into business relationships with VeriFone (or any of its affiliates).
(k) Restricted Rights Notice. The software included in the Software was developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in this Agreement pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable.
This section is for downloading software files for Mx9XX Series terminals.
|Optional WiFi/Bluetooth packages for 30250600||VOS-OPTIONAL-30250600*||May 04, 2016||*|
|Optional BT/WiFi and 48-Hour Reboot Packages for 30410200||VOS-OPTIONAL-30410200*||January 22, 2017||*|
|Mx9xx V/OS 30250800 Upgrade Package||UPGRADERS-TO-30250800*||November 03, 2016||CRN_30250800.pdf*|
|Mx9xx V/OS 0625, 014, & 3025 to 30410200 Upgrade Package||UPGRD-0625-3014-3025-3041*||January 09, 2017||CRN_30410200.pdf*|
|VeriShield File Signing Tool||6.1.1*||VeriShield_FST_readme-6.01.01.txt*|
|V/OS Software Development Kit (SDK)||SDK-1.2.7-DTK400.250300*||*|
|V/OS Software Development Kit (SDK)||VOS-SDK-30410200*||*|
|V/OS Software Development Kit (SDK)||VOS-SDK-30250600*||*|
|V/OS Package Manager||2.01.32*||Package Manager 2.1.3 Release Notes.pdf*|
|V/OS Certificate Removal Tool||2.1.1*||*|
|Mx9XX Windows Development Tool Kit (DTK)||4.4-400*||DTK_SDK(1).docx*|
|Mx9XX Software Development Kit (SDK)||1.1.2-DTK397*||DTK_SDK.docx*|
|MX900 Series Security Policy Tool
||1.0.22*||Security Policy Manual.pdf*|
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