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Merchant License Agreement

This Merchant User License Agreement is made by and among MindSoft LLC, a Virginia Corporation, and the entity designated by the registration data provided herewith (Licensee), and applies to Licensee’s use of services provided by MindSoft LLC, including the posIPOS iPad application and the posIPOS.com website and related services.

By loading the posIPOS Cloud-Based Point of Sale app for iPad or using the services provided by posIPOS.com, Licensee accepts and agrees to become bound by the terms of this License.

MindSoft LLC reserves the right to modify the terms of this Agreement by providing notice of changes on the posIPOS.com website. Licensee agrees that Licensee's continued use of the posIPOS Point of Sale app for iPad, posIPOS.com website and related services after such changes are announced constitute acceptance of such changes.

Licensee agrees that the posIPOS iPad Point of Sale app, posIPOS.com website and related services are provided "As Is" and use of the posIPOS software and website is at Licensee's sole and absolute risk. In no event will MindSoft LLC be liable for any direct, indirect or consequential damages arising out of the use of or inability to use the Licensed Software or the posIPOS.com website services, errors in or loss of any data, even if MindSoft LLC is advised of the possibility of such damages.

Specifically, MindSoft LLC is not responsible for any costs including, but limited to, those incurred as a result of lost profits or revenue, loss of use of the software or services, loss of data, the costs of recovering data, any claims by third parties, or for other similar costs.

Licensee agrees that sharing of its account information, login information or passwords shall be at its sole risk, and that MindSoft LLC shall not be liable for any damage arising as a result of such sharing.

MindSoft LLC shall retain the ownership of the posIPOS Cloud-based Point of Sale app for iPad, the cloud-based services, and the documentation provided therewith, referred to as a single entity, or as components, as “the Licensed Software”, which is licensed on a non-exclusive basis for use under the following conditions.

Permitted Uses
Subject to the terms hereunder, MindSoft LLC hereby grants to Licensee a limited, non-exclusive, non-transferrable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the posIPOS.com website solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. The are no implied rights of any kind.

Prohibited Uses
You shall not make copies of or further distribute the Licensed Software, including copying onto any other medium, distribute, rent, sublicense, lease, resell, rent, alter, modify or adapt the Licensed Software or the posIPOS.com website, including but not limited to, translating, reverse engineering, or creating derivative works, or otherwise provide access to the posIPOS.com website services to a third party, or take any action in an attempt to obtain any other posIPOS.com user’s data, cause malfunction, crash, tamper with or otherwise impair the posIPOS.com website and its services. Any rights not expressly granted hereunder are reserved by MindSoft LLC.
No rights in the posIPOS software or services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

Fees
If the Licensee chooses to create a Payment Gateway account for processing credit card transactions, the Licensee agrees to timely pay the monthly fee for the Payment Gateway account. This fee will be charged directly by the corresponding company that operates the selected Payment Gateway service. Failure to comply with or otherwise pay the fees due is a material breach of this agreement.

Data
Licensee acknowledges and agrees to the terms of the MindSoft LLC privacy policy located here. MindSoft LLC agrees that as between Licensee and MindSoft LLC, Licensee’s data maintained by Licensee on the posIPOS.com website belongs to Licensee. Licensee hereby grants permission to MindSoft LLC for to use the data solely for providing Licensee the posIPOS.com account, improving and maintaining the posIPOS.com website services and for analytical purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information.

Termination
Licensee may terminate this license at any time. MindSoft LLC, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Service for any reason at any time if you do not comply with this Agreement. This license and Licensee’s right to use the Licensed Software and posIPOS.com services automatically terminate if Licensee fails to comply with any provision of this Agreement. Licensee’s duties to refrain from any other act in violation of this agreement, or indemnify MindSoft LLC with regard to end customer personal information shall survive termination of this Agreement.
Upon termination MindSoft LLC shall terminate the Licensee’s access to their Cloud-based posIPOS Point of Sale account, the account itself and the data residing therein. Licensee must export their account data prior to termination of the service. MindSoft LLC shall not be responsible for Licensee account data after termination. In addition, MindSoft LLC reserves the right and Licensee acknowledges such right for MindSoft LLC to terminate service of Licensee’s account on 30 days notice if MindSoft LLC determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.

Confidentiality
Licensee agrees that the Licensed Cloud-based Point of Sale Software and the operation of the posIPOS.com services and its processes is the confidential information of MindSoft LLC and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore MindSoft LLC shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond. Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Credit Card Processing Terms And Conditions
If Licensee has selected that credit card transaction processing provided automatically with the posIPOS service using the BNG Payment Gateway or the Authorize.Net Payment Gateway system, Licensee agrees that the use of the BNG Payment Gateway or Authorize.Net Payment Gateway system or service is at Licensee's sole and absolute risk, and that MindSoft LLC is not responsible for the BNG Payment Gateway or Authorize.Net Payment Gateway system, and that no warranty for merchantability or fitness for a particular purpose, express or implied, arises on the the part of MindSoft LLC. MindSoft LLC shall not be liable in any way or under any theory in the event of any claim, damage or expense incurred by Licensee arising from use of the BNG Payment Gateway or Authorize.Net Payment Gateway system or service.

Licensee shall be responsible for the operation and connection of their point of sale equipment with the BNG Payment Gateway or Authorize.Net Payment Gateway systems and services.

Licensee shall make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, and comply with all state and federal laws governing the disclosure and use of retail customer information. Licensee shall not use, disclose, sell or disseminate any credit/debit card-holder information obtained in a credit card transaction processed through posIPOS, BNG Payment Gateway or Authorize.Net Payment Gateway.

Licensee agrees that MindSoft LLC shall not be liable for any improperly processed transactions, illicit access to Licensee’s BNG Payment Gateway or Authorize.Net Payment Gateway account or any of Licensee’s transaction data or unauthorized disclosure and use of passwords or the BNG Payment Gateway or Authorize.Net Payment Gateway account access information.

Licensee agrees to immediately notify MindSoft LLC in the event of any security breach of Licensee’s systems or unauthorized access to Licensee’s transaction data.