VXN Software Terms of Use

THE VXN SOFTWARE (THE "SOFTWARE") IS PROVIDED UNDER THE FOLLOWING TERMS OF USE THAT DEFINES WHAT YOU MAY DO WITH THIS SOFTWARE, AND CONTAINS LIMITATIONS ON WARRANTIES AND YOUR REMEDIES.

THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE, TOGETHER WITH THE DISKETTE OR OTHER MEDIA ON WHICH THEY WERE SUPPLIED TO YOU IF ANY, ARE AND REMAIN THE PROPERTY OF SECURE TRANSPORT (DATAWIRE) FISERV INC. ("WE", "US" or "SECURE TRANSPORT (DATAWIRE) FISERV"). YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.

BY INSTALLING OR USING THIS SOFTWARE, YOU INDICATE ACCEPTANCE OF THESE TERMS OF USE AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT HEREIN. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF, OR ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ("CORPORATE LICENSEE"). IN THIS LICENSE AGREEMENT, "YOU" INCLUDES ANY CORPORATE LICENSEE. YOU SHOULD THEREFORE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU SHOULD RETURN WITHIN FOURTEEN (14) DAYS OF RECEIPT TO US (A) THE DISKETTE, FILE OR OTHER MEDIA, AND (B) ANY OTHER ITEMS PROVIDED THAT ARE PART OF THIS SOFTWARE, IF APPLICABLE.

BEFORE RETURNING THIS SOFTWARE, YOU MAY NOT USE IT IN ANY MANNER OR MAKE COPIES OF THE SOFTWARE OR ANY PARTS OF IT WHETHER IN AN ELECTRONIC FORMAT OR OTHERWISE.

1. SOFTWARE

1.1 SECURE TRANSPORT (DATAWIRE) FISERV INC. ("we" or "us") provides you with the Software including computer programs which may be provided on a stand-alone basis or pre-installed on a device, these terms of use, and any accompanying documents.

1.2 The copyright, patents and all other right, title and interest in all portions of the Software shall at all times remain with us or our suppliers. You must fully reproduce any copyright, patent or other notice marked on any part of the Software on all copies you make. No title to the Software or any part or copy is transferred to you.

2. GRANT OF LICENSE

2.1 These Terms of Use grants you a non-exclusive, non-transferable license to use the Software in accordance with the terms and conditions contained herein. The Software is intended for use only for the purpose of enabling point of sale terminals, ATM machines, point of sale software and other devices to transport financial transactions from such devices using Secure Transport (Datawire) Fiserv transaction delivery network. You are not permitted to use the Software for any other purpose and your license to use the Software will immediately terminate in the event that you no longer process transactions using the VXN for any reason whatsoever.

3. LICENSE LIMITATIONS

3.1 YOU MAY NOT:

3.1.1 use the Software or make copies of it or any part of it, except as expressly permitted; copy, publish or distribute all or substantially all of the Software;

3.1.2 make copies of any manuals or other documentation provided with the Software;

3.1.3 use the Software or any part of it in a computer service or timesharing business;

3.1.4 translate, reverse engineer, decompile or disassemble any part of the Software, except where the Software is provided to you in source-code form for the purpose of integrating your application with the Software to enable your application to utilize Secure Transport (Datawire) Fiserv transaction delivery network. If required by law, we will make available information concerning the computer programs which you are entitled by law to receive for interoperability purposes, and which could otherwise only be obtained by decompiling or disassembling the computer programs;

3.1.5 rent, lease or loan the Software;

3.1.6 assign or transfer the Software without our prior written consent, except where such Software has been integrated into your application and is licensed along with your application to enable your application to utilize Secure Transport (Datawire) Fiserv transaction delivery network;

3.1.7 modify any of the computer programs provided or their data files, or merge all or any part of the computer programs in another program of ours, yours or a third party, except as required for you to integrate your application with the Software to enable your application to utilize Secure Transport (Datawire) Fiserv transaction delivery network;

3.1.8 remove any copyright, patent or other notice marked on any part of the Software or on any documentation;

3.1.9 tamper or interfere with any security or copy protection device or code; or

3.1.10 make the Software available for use by anyone other than yourself.

3.1.11 prepare or make derivative works based on the Software.

4. TERM

4.1 This license shall continue for as long as you use the Software, except that it will terminate automatically without notice from us if you fail to comply with any term or condition of these Terms of Use. The license will also terminate immediately if you cease using Secure Transport (Datawire) Fiserv transaction delivery network to process transactions. Upon termination, you agree to destroy or erase the original and all other copies of the Software, and all related materials. The Limitations of Warranties and Liability set out below shall survive any termination of this License.

5. INDEMNITY

5.1 You agree to indemnify us against all third party claims arising from your use of the Software.

6. WARRANTY

6.1 If this Software was supplied to you via a physical medium such as a CD-ROM, we warrant that the Software storage medium will be free from defects in materials and workmanship for a period of ninety (90) calendar days from the date of delivery to you. We will replace any defective storage medium plus shipping and handling, upon receipt from you of the defective medium at the address below. Your sole remedy for a breach of this warranty shall be replacement of the storage medium by us.

6.2 For great clarity, the warranty in section 6.1 does not include any device upon which the Software was installed.

7. LIMITATION OF WARRANTIES AND LIABILITY

7.1 EXCEPT FOR THE EXPRESS WARRANTY ABOVE, WE PROVIDE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THIS SOFTWARE OR ITS ACCURACY OR RELIABILITY.

7.2 THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING.

7.3 NEITHER WE NOR OUR SUPPLIERS, AGENTS, OFFICERS AND DIRECTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, FAILURE TO REALIZE ANTICIPATED PROFITS OR SAVINGS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE; OR FOR CLAIMS BY A THIRD PARTY.

7.4 THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH, DEFAULT, NON-PERFORMANCE OR FAILURE IS A BREACH OF FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.

8. RESTRICTED RIGHTS

8.1 You agree that you will not export or re-export the Software to any country, person, or entity subject to export restrictions either in Canada or the United States of America ("United States" or "U.S.").

9. SOFTWARE SUPPORT

9.1 We do not warrant or guarantee any Software support or training whatsoever. Notwithstanding the foregoing, Secure Transport (Datawire) Fiserv may at its option provide You with software support to assist you in integrating your application to the Secure Transport network.

10. GENERAL

10.1 These Terms of Use shall be governed and construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein.