END USER LICENSE AGREEMENT

This End-User License Agreement (this “EULA”) is a legal agreement between you (“Licensee”) and Prime Payments, Inc. (“Licensor”), the author and owner of Prime Payments Cash Discount Application, including all HTML files, XML files, Java files, graphics files, animation files, data files, technology, development tools, scripts and programs, both in object code and source code, and associated media, printer materials and on-line or electronic documentation, including updates or new versions thereof (the “Software”), the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and “online” or electronic documentation.

By clicking the accepted icon below, or by installing, copying, or otherwise using the Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA, including the warranty disclaimers, limitations of liability, indemnification and termination provisions below. If Licensee does not agree to the terms and conditions set forth in this EULA, then do not download, install, or use the Software and exit now.

  1. Grant of License

A) Scope of License. Subject to the terms of this EULA, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable license to use a copy of the Software for Licensee’s business purposes only. All rights in the Software and related materials not expressly granted in this EULA are reserved or retained by Licensor. No right or license relating to the Software exists, is granted or conferred or may arise by implication or estoppel.

B) Installation and Use. Licensee may install and use an unlimited number of copies of the Software on an unlimited number of computers and devices solely for Licensee's business use.  

  1. Description of Rights and Limitations

A) Limitations. Except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation, Licensee and third parties may not reverse engineer, decompile, disassemble, modify, reconfigure, divide, rent, lease, sub-license, re-license, distribute or lend the Software, or provide third-party support services, training, hosting or time sharing for the Software, or make the Software available to third-parties, or remove or modify any markings or notices of Licensor or Licensor’s proprietary rights.

B) Update and Maintenance. Licensor may provide updates and maintenance on the Software on an as needed basis, and may modify the Software at any time for any reason or no reason without notice.

C) Separation of Components. The Software is licensed as a single product. Its components may not be separated for use on more than one computer or device. 

  1. Title to Software. Licensor represents and warrants that it has the legal right to enter into this EULA, and that use by the Licensee of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual property rights of any third parties. Licensee understands that Licensor is the sole owner of the Software and all copies thereof, and that Licensee has purchased a license to use the Software and has not purchased the Software of a copy of the Software. Licensor owns and retains all worldwide rights, title, copyright and other interests, in and to the Software, including, without limitation, all source code, object code, executable code, libraries and audio, video, text and graphical representation (screen layout).
  1. Intellectual Property. All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Licensor. The Software is protected by applicable copyright laws, intellectual property laws, trade secret laws and international treaties. 
  1. Support.  Licensor may provide telephonic support services related to the Software, available at Licensor’s sole discretion for a time period of while Software subscription is active. Any supplemental Software code for the Prime Payments Cash Discount Application provided to you as part of support services shall be considered part of the Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to Licensor as part of the registration or support of your license to the Software, Licensor may use such information for its business purposes, including for product support and development.
  1. Duration. This EULA is perpetual or until:

A) Automatically terminated or suspended, without notice, if Licensee fails to comply with any of the terms and conditions set forth in this EULA; or

B) Terminated or suspended by Licensor, with or without cause, without prior notice at Licensor’s sole discretion for any reason or no reason at all.

In the event this EULA is terminated, you must cease use of the Software, uninstall and destroy all copies (physical and electronic) of the Software and all of its component parts, and Licensor may suspend or deactivate your use of the Software with or without notice. 

  1. Jurisdiction. This EULA shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York, without regard to conflicts of laws provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in courts located in New York, NY, and each party consents to the jurisdiction thereof. In the event that Licensee breaches or otherwise fails to comply with any term(s) of this EULA, Licensor shall be entitled to recover all costs and expenses incurred as a result of Licensee’s breach or noncompliance of any term(s) of this EULA, including but not limited to attorneys’ fees incurred to enforce compliance of any term(s) of this EULA or recover damages resulting from Licensee’s breach or non-compliance, as well as the costs, expenses and fees incurred recovering such costs, expenses and fees.
  1. Non-Transferable. This EULA and the rights granted to Licensee herein are not assignable or transferable by Licensee, and any attempt to do so shall be deemed null and void, and shall be a material breach of this EULA. 
  1. Compliance with privacy laws. The App Provider makes the following additional commitments, representations, and warranties to Customer: 

The App Provider will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, and not collect, retain, use, or disclose that data for any purpose other than to perform the App Provider’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will the App Provider “sell” (as defined by Privacy Laws) any such personal information.

The App Provider will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for App Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.

App Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose

  1. Data subject rights - assistance with requests App Provider will reasonably cooperate and assist Customer with meeting Customer's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of App Provider's processing, and the information available to App Provider. App Provider will make available to Customer, in a manner consistent with the functionality of the Service and App Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.If App Provider receives a request from Customer’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, App Provider will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where possible, by using the functionality of the Services. App Provider shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.App Provider must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with Privacy Laws relating to provisioning of the Services 
  1. Severability.  No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
  1. Warranty Disclaimer. licensor, AND AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE.
  1. LIMITATION OF LIABILITY. THE SOFTWARE LICENSED HEREIN IS LICENSED “AS IS” AND NEITHER LICENSOR NOR ITS REPRESENTATIVES OR DISTRIBUTORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SOFTWARE, ITS USE, OR THE RESULTS OF SUCH USE. ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

LICENSOR SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY,  statute, common law OR OTHERWISE, TO THE FULLEST ExTENT PERMITTED BY APPLICABLE LAW. ANY LIABILITY OF LICENSOR OR ITS AFFILIATES ARISING OUT OF OR RELATING TO ANY USE, INABILITY TO USE, CONDITION, PERFORMANCE, DEFECT OR FAILURE IN, OR IMPROPER USE OF THE SOFTWARE  OR THE RESULTS OF THE SOFTWARE, which WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE SOFTWARE WITH ANOTHER COPY OF THE SOFTWARE, IF AVAILABLE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE.

Without limiting the foregoing, Licensor does not warrant or represent that the operation of the Software will be uninterrupted or error-free, or that any defect within the Software will be corrected. Furthermore, Licensor does not warrant or make any representation regarding the results of Licensee’s use of the Software in terms of capability, correctness, accuracy, reliability or otherwise, or that the Software will meet Licensee’s requirements, or that the Software is secure. No presentation, specimen, oral or written information or advice given by Licensor or any representative of Licensor shall create a warranty.

Licensor cannot be responsible for the performance, maintenance or compatibility of the computer or mobile device's operating systems that Licensee employs. This includes bugs, viruses, spyware and other malware. Your operating system may require occasional security patches, updates, antivirus software and service packs which may not be compatible with the Software.

Licensor is not responsible for other software installed on the system by the end user. Common examples include applications (apps); email, office, publishing and accounting software, antivirus software, etc. Licensor is not be responsible for any hardware, whether it was purchased from Licensor or not.

Licensee is solely responsible for the selection of the Software to achieve Licensee’s intended results, for the installation and use of the Software, and for the result obtained from the Software. Licensee is solely responsible for selection and installation of appropriate and compatible equipment to use the Software.

  1. Entire Agreement. This EULA constitutes the entire agreement between Licensor and Licensee with respect to the Software and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA. There are no warranties, representations or other agreements between the parties hereto in connection with the subject matter hereof except as specifically set forth herein. This EULA may not be altered, modified, amended or superseded, nor may any of its provisions be waived, except by a written agreement signed by an authorized officer of Licensor.
  1. Additional Provisions and/or Disclosures. By using this software the Licensee agrees to abide by all local, state and federal laws, rules and regulations regarding credit card and debit card payment processing, credit card service fees and cash discounts. Licensor makes no representations with regard to the legality of the Software in Licensee’s jurisdiction or with regard to the Software’s compliance with Licensee’s applicable local and state laws. Licensee shall not use the Software in a jurisdiction where the Software violates any local, state or federal laws. Licensee shall provide all required notices and disclosures required by applicable local, state and federal laws in connection with the use of the Software and/or cash discounts for credit and debit card payment processing, and shall only charge discounts or fees in amounts legal in Licensee’s jurisdiction. Licensee agrees to defend, hold harmless and indemnify Licensor for any losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising from Licensee’s use of the Software. Licensee also agrees that Licensee is able to use the Software correctly.  
  1. Submissions. In the event that License transmits to Licensor by any means or by any media an materials or other information, whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant Licensor and its assigns a nonexclusive, royalty free, worldwide, perpetual, irrevocable right to use, copy, transmit, distribute, crate derivative works of, display, sub-license and perform the same.
  1. Survival of Terms. In the event of termination of this Agreement for any reason, the provisions of Paragraphs 6, 10, 11 and 13 shall survive.
  1. No Third Party Beneficiaries. No third party shall be considered a third party beneficiary under this Agreement or be entitled to any rights or remedies hereunder.