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LICENSE.md

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END-USER LICENSE AGREEMENT FOR SECURE SUBMIT REVISED 11.13.13 IMPORTANT READ CAREFULLY: This Heartland Payment Systems (“HPS”) End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and HPS for the Secure Submit software product accompanying this EULA, which includes computer software and may include associated media, printed materials, and online or electronic documentation (“Software”). By downloading, copying or otherwise using the Software, you agree to the terms of this EULA and any additional terms and conditions that may be added to the EULA by HPS. BY DOWNLOADING, COPYING OR USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS HEREIN. IF YOU HAVE ANY QUESTIONS ON THE TERMS OF USE, YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE DOWNLOADING OR USING THE SOFTWARE. If you do not agree to the terms of this EULA, do not download or use the Software. As used herein, the words “you” and “your” mean the person or entity that has downloaded or used the Software. The words “we,” “us” and “our” means HPS. You must be at least 18 years of age in any of the fifty United States (or 21 in Puerto Rico) to use the Software. By downloading or using the Software, you agree that you will use the Software only in the United States or United States territories. GRANT OF LICENSE HPS hereby grants you a limited, non-exclusive, non-transferable, royalty-free license to make and use an unlimited number of copies of the Software accompanying this EULA: (1) solely for your internal purpose of integrating session-based data encryption into HPS’s payment processing platform; or (2) to make and distribute new programs incorporating the Software for the purpose of integrating to HPS’s payment processing platform for sublicensing to those who have an internal purpose of integrating session-based data encryption into HPS’s payment processing platform (the “Purpose”). USE RESTRICTION You acknowledge that the Software acquired hereunder can only be used for the Purpose. Use of the Software for any other purpose is a violation of this EULA and you agree to be subject to any and all penalties and remedies available at law or in equity for violation of intellectual property laws and treaties. TERMINATION Without prejudice to any other rights, HPS may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In any event, this EULA shall terminate if you no longer have a purpose of integrating session-based data encryption into HPS’s payment processing platform. In the event of termination of this EULA, you must destroy all copies of the Software and all of its component parts. RESERVATION OF RIGHTS You agree that the Software is owned HPS and all rights not expressly granted herein are reserved by HPS. PRODUCT MAINTENANCE You understand and agree that HPS may provide updates to the Software from time to time but HPS shall have no obligation to provide maintenance or updates to you for Software licensed under this Agreement.
MISAPPROPRIATION You shall promptly advise HPS, in writing, of any misappropriation or misuse of the Software by any person which may come to your attention. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS The Software is 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 Heartland Payment Systems, 90 Nassau Street, Princeton, NJ 08542. You acknowledge that the Software acquired hereunder is subject to the export control laws and regulations of the U.S.A., and any amendments thereof. You acknowledge and agree that you will not, directly or indirectly, export the Software. DISCLAIMER OF WARRANTY THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE. DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY

IN NO EVENT SHALL HPS, ITS BUSINESS PARTNERS, ITS OWNERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE, EVEN IF HPS, ITS BUSINESS PARTNERS, ITS OWNERS, DIRECTORS, EMPLOYEES OR AGENTS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF DAMAGES, THE ABOVE LIMITATION MAY NOT FULLY APPLY TO YOU.

MISCELLANEOUS

This EULA shall be construed, interpreted and performed exclusively according to the laws of the State of New Jersey, United States of America, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to this EULA or the Software shall be filed only in the federal or state courts sitting in Mercer County, New Jersey. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action related to the Software, your access or use thereof, or this EULA, and to extra-territorial service of process.

This EULA may not be assigned by you. HPS may assign their rights and obligations set forth in this EULA at any time. Should any part or provision of this EULA be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from this EULA shall not affect the validity and enforceability of any remaining provisions. Except as provided herein, this EULA constitutes the entire agreement between you and HPS pertaining to the download or use of the Software. Nothing herein shall alter or modify your agreements with HPS related to payment processing or other services or products provided to you by HPS. HPS’s failure to enforce any provision of this EULA or any additional terms shall not be deemed a waiver of such provisions nor of its right to enforce such provision. This EULA may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between you and HPS. You hereby agree, without limitation, that you not will contest the validity or enforceability of this EULA.

CONTACT Should you have any questions concerning this EULA, or if you desire to contact HPS for any reason, please write: Heartland Payment Systems, 90 Nassau Street, Princeton, NJ 08452. Attention: Legal.