**This is the End User License Agreement that governs the current build of FirmPOS Version 4. As stated below, all previous versions/builds of FirmPOS are governed by this License Agreement**
This License Agreement (EULA) is a legal agreement between you (either an individual or a single entity) (Known as "You" or "Customer" or "Licensee") and eSynaptic Response Inc. – 3465 S. Arlington Road, Suite E #167, Akron Ohio 44312-5272 (Known as "Developer") for the authorized use of the FirmPOS Software Product (Known as "Software Product" or "Software"). Software Product includes computer software, and may include associated media, authorization keys and online or other documentation. This agreement will be superseded by the EULA governing the current build of the Software Product at all times. By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of the Governing EULA. If you do not agree to the terms of the Governing EULA, you may not install, copy or otherwise use the above software.
Software Product License
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is Licensed, not sold.
1 Grant of License. This License Agreement grants you the following rights:
1.1 Systems Software. You may install the Software Product on an unlimited number of computers as long as you are the owner or permitted administrator and each computer meets the minimum system requirements as outline on Developer’s website.
1.2 License FEES. You may use the unlicensed, evaluation version of our software for a single period not exceeding 30 calendar days following the day of installation for the purpose of evaluating the software (the evaluation period) at no charge. During the evaluation period, you must determine that the Software sufficiently meets your requirements. To use the Software beyond the evaluation period you MUST purchase a License (Known as "Software Product License" or "License") from the Developer and pay the applicable fee(s). Developer offers no refunds for any reason. All sales are final.
1.2b Active Verification Licensing. When licensed, the Software Product uses Active Verification Licensing (AVL) to authenticate the installed license. At various intervals, AVL will attempt to verify the installed license by prompting you for a Verification Key (VK). The VK can be returned quickly through the Internet or alternatively by telephone. Telephone verification will only be available during Developer’s business hours and we strongly recommend having an internet connection as this is the only way to verify after business hours. You will not be able to use the Software Product unless this key is successfully returned.
The Software Product License is a digital certificate that is uniquely created for each customer based on their Site information as defined in section 1.3a and the licensing algorithms contained in the corresponding version of the Software Product. This License authorizes the Software Product to freely operate without the limitations set during the evaluation period. You agree to keep valid backups of the Software Product License and corresponding version of the Software Product. Developer does not maintain backup copies of previous versions or customer licensing and reserves the right to charge fees for replacements.
1.3 License Components. The Software Product License includes: the Licensed Site Name and Physical Address, total number of site locations and total number of concurrent users.
1.3a Licensed Site Name and Physical Address. You agree to maintain a valid License for each physical business location where the Software Product is installed. The License can be used to work from remote locations (such as an office or residence) if the License is installed on a computer where the Software Product is exclusively used to do business for the Licensed site. You may not use the License to do business for any other physical location other than what is specified on the License. Developer reserves the right to charge fees to change Site information on the License.
1.3b Total Number of Site Locations. License is valid for one (1) site location as described in section 1.3a. You are required to purchase and maintain a valid License for each physical business location.
1.3c Total Number of Concurrent Users. A Concurrent User is defined as an individual or individuals using the Software Product for the Licensed Site on a single computer either connected to a network or as a stand alone workstation. The License permits an unrestricted quantity of Software Product installations per Site, however restricts usage to the number of concurrent users specified on the License.
1.3d Override. You agree that you will not attempt to “hack”, “crack” or otherwise override the provisions set forth by the License. Installing the Software Product or the Software Product License in any manner other than what is intended and documented by the Developer will result in immediate termination of all site Licenses.
1.4 Support. Unlicensed users are entitled to limited support for pre-sales questions. Licensed users are entitled to 90 days of no charge support starting the day the License is delivered. Developer reserves the right to refuse Technical Support or Assistance to Licensee without prejudice at any time if Licensee demonstrates actions deemed inappropriate or menacing by Developer.
1.5 Software Updates. Unlicensed users are entitled to evaluate the current version of the Software. Licensed users are entitled to 90 days of equivalent version updates starting the day the License is delivered. Software updates will be made available for download from the Developer’s website. No other form of media will be offered at no cost. You agree to maintain an adequate Internet connection with the ability to obtain said Software Product updates.
Product Upgrades, defined by a higher version number (i.e. “Version 4.0″ vs. “Version 4.1″) will be offered at no charge to Licensed customers who purchased Licensing for a previous version within 120 days of the new version release date. All other customers will be required to pay a nominal fee to the Developer for the Upgrade. You agree to keep the Software Product up to date. You agree to maintain a service/support contract after the initial support expires for as long as you use the Software Product. Developer reserves the right to discontinue outdated versions and support for them at any time.
2. Description of other Rights and Limitations
2.1 You may not decompile, disassemble, reverse engineer or modify the Software or any portion of it, or make any attempt to bypass, unlock, or disable any protective or initialization system on the Software.
2.2a You may not sublicense, rent, lease or transfer the License.
2.2b Rental. You may not lease or rent the Software Product.
2.3 Proprietary notices. You may not remove any proprietary notices or labels on the Software Product.
2.4 Database. You MAY NOT open the password protected database by any means other than the Software’s normal operation. This includes using ANY and ALL products (not included with the Software Product) that have the ability to access the data. Attempting to “hack”, “crack” or otherwise determine the password is strictly forbidden and all site Licenses will terminate immediately.
2.5 You may not include the Software in any commercial products intended for manufacture, distribution, or sale.
3. Termination. You may terminate this Software Product License at any time. In addition, without prejudice to any other rights, this Agreement and the License granted hereunder will terminate automatically if you fail to comply with the terms and conditions described herein. Developer reserves the right to terminate this Software Product License without prejudice at any time if Licensee demonstrates actions deemed inappropriate or menacing by Developer. Upon termination, you must destroy all copies of the Software and Documentation. Your obligations to pay accrued charges and fees shall survive any termination of this Agreement.
4. Copyright. All title, logos and copyrights in and to the Software Product, and accompanying printed materials are owned by eSynaptic Response Inc. – 3465 S. Arlington Road, Suite E #167, Akron Ohio 44312-5272. The Software Product is protected by copyright laws and International treaty provisions. Therefore you must treat the software product like any other copyrighted material. FirmPOS Software is a Trademark of eSynaptic Response Inc. All rights reserved. The software remains the sole and exclusive property of eSynaptic Response Inc. at all times.
5. Disclaimer of Warranty. The Software is provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. You must assume the entire risk of using this Software. Should the Software prove defective, you and not the Developer assume the entire cost of any service and repair. In addition, you must determine that the Software sufficiently meets your requirements. The Developer assumes no liability for damages, direct or consequential, which may result from the use of this Software, even if the Developer has been advised of the possibility of such damages. You agree to irrevocably and unconditionally release, acquit and forever discharge the Developer and any person, organization or business affiliated with the Developer from any and all claims, liabilities, promises, actions, damages and the like, known or unknown. You further agree that you and all persons, organizations and businesses affiliated with you or representing you will not bring any legal action or file any lawsuit against the Developer, any person, organization or business affiliated with the Developer for any reason.
This disclaimer of warranty constitutes an essential part of the agreement.
6. Acknowledgment. You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions. You also agree that this agreement is the complete and exclusive statement of the agreement between you and the Developer and supersedes all proposals or prior endorsements, oral or written, and any other communications between you and the Developer or any representative of the Developer relating to the subject matter of this agreement.
This Agreement shall be binding upon and inure to benefit of Developer and Customer, and their respective successors and assigns.
This Agreement shall be governed by the laws of the State of OHIO, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts in SUMMIT County OHIO or the federal courts in the Northern District of Ohio to resolve any disputes arising under this Agreement. In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction such declaration shall have no effect on the remaining terms hereof.