END-USER LICENSE AGREEMENT FOR Clarity USA
IMPORTANT READ CAREFULLY:
This Clarity USA (“Clarity”) End-User License Agreement ( EULA ) is a legal agreement between you (either an individual or a single entity) and Clarity for the Clarity Software product accompanying this EULA, which includes computer software and may include associated media, printed materials, and online or electronic documentation (SOFTWARE). By installing, copying, or otherwise using the SOFTWARE, 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 otherwise use the SOFTWARE.
SOFTWARE PRODUCT LICENSE
Clarity Software (SOFTWARE) is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.
GRANT OF LICENSE. Clarity hereby grants you (“Licensee”) a limited, nonexclusive, non-transferable, royalty-free license to make and use an unlimited number of copies of the SOFTWARE accompanying this EULA to be installed on CPUs residing on Licensee’s premises, solely for Licensee’s internal use. Clarity and its suppliers shall retain title and all ownership rights to the product, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the SOFTWARE or to the features or information therein, except as specifically stated herein.
USE RESTRICTION. Licensee acknowledges that the SOFTWARE acquired hereunder can only be used for reseller and/or end merchant evaluation and/or product’s intended use of payment processing. Use of this product for any other purposes such as Competitor Evaluation, Reverse Engineering, Decompilation, and Disassembly is violation of this License and Licensee agrees that such acts are a blatant and flagrant violation of this License and will be subject to any and all penalties and remedies available by Law.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Limitations on Modification, Reverse Engineering, Decompilation, and Disassembly. Licensee may not modify, reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(b) No Rights to Sublicense or Rental. License may not rent, lease or lend the SOFTWARE.
(c) Termination. Without prejudice to any other rights, Clarity may terminate this EULA if Licensee fails to comply with the terms and conditions of this EULA. In such event, Licensee must destroy all copies of the SOFTWARE and all of its component parts.
(d) Reservation of Rights. Licensee agrees that the SOFTWARE is owned by Clarity and/or its suppliers and all rights not expressly granted herein are reserved by Clarity.
PRODUCT MAINTENANCE. Licensee understands and agrees that Clarity may provide updates to the SOFTWARE from time to time but Clarity shall have no obligation to provide maintenance or updates to Licensee for SOFTWARE licensed under this Agreement.
(a) Licensee understands that the SOFTWARE contains confidential and proprietary trade secret information of Clarity that are not commercially available to the public. The Licensee agrees that, in partial consideration for Clarity’s allowing Licensee access to and use of the SOFTWARE pursuant to this EULA:
(i) Licensee shall treat the SOFTWARE in the same manner that it treats its most confidential and proprietary trade secret materials, and
(ii) Licensee shall take all measures necessary to prevent the SOFTWARE from falling into the possession of persons not bound to maintain the confidentiality of the trade secrets contained within the SOFTWARE. As such, Licensee shall only permit employees and contractors who have a need to use the SOFTWARE for the purposes stated in the license grant (Section 1) to have access to and use such SOFTWARE, and Licensee’s contractors shall not use the SOFTWARE unless and until they have entered into written non-disclosure agreements with the Licensee that require them to maintain the confidentiality of SOFTWARE. Licensee shall promptly advise Clarity, in writing, of any misappropriation or misuse of the SOFTWARE by any person which may come to the Licensee’s attention.
(b) Licensee understands and agrees that disclosure or use of the SOFTWARE except as authorized above will result in irreparable harm to Clarity and that monetary damages may be inadequate to compensate Clarity for such breach. Accordingly, the Licensee agrees that Clarity will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement.
COPYRIGHT. All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and applets incorporated into the SOFTWARE) the accompanying printed materials, and any copies of the SOFTWARE are owned by Clarity or its suppliers. The SOFTWARE is protected by copyright laws and international treaty provisions. Therefore, Licensee must treat the SOFTWARE PRODUCT like any other copyrighted material except that Licensee may install the SOFTWARE on a single computer provided Licensee keep the original solely for backup or archival purposes. License may not copy any printed materials accompanying the SOFTWARE without prior permission of Clarity.
The Software utilizes third party components such as OPOS drivers. These components are copyrighted and property of the company that developed them for which Clarity has rights to include them. Hypercom OPOS PIN-Pad specifications, object code derived from unmodified Specifications, and any copies thereof, in whole or in part, and all copyright, patent, trade secret and other intellectual proprietary rights therein, are and remain the sole property of Hypercom and its licensors.
Ingenico OPOS PIN-Pad specifications, object code derived from unmodified Specifications, and any copies thereof, in whole or in part, and all copyright, patent, trade secret and other intellectual proprietary rights therein, are and remain the sole property of Ingenico and its licensors.
U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are 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 (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Clarity / 30-30 47th Avenue, 9th Floor, Long Island City, New York 11101.
EXPORT RESTRICTIONS. Licensee acknowledges that the SOFTWARE acquired hereunder are subject to the export control laws and regulations of the U.S.A., and any amendments thereof. Licensee confirms that with respect to these SOFTWARE, it will not export or re-export them, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions (currently including, but not necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North Korea, South Africa (military and police entities), Syria, and Vietnam); (ii) any end user who Licensee knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. Licensee further acknowledges that the SOFTWARE may include technical data subject to export and re-export restrictions imposed by U.S.A. law.
DISCLAIMER OF WARRANTY. The SOFTWARE is provided “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Clarity FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH LICENSEE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Clarity OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF Clarity HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
GOVERNING LAW. This EULA shall be governed by the laws of the State of New York.
Should you have any questions concerning this EULA, or if you desire to contact Clarity for any reason, please write: Clarity / 30-30 47th Avenue, 9th Floor, Long Island City, New York 11101.