1.1 Scope. This EULA states the conditions under which the Licensee may use the Software and describes the rights retained by Centerm and its suppliers.

1.2 Purpose. The "Purpose" means evaluating or operating payment processing devices supplied by Centerm, including reseller and/or end-merchant evaluation and use of those devices.

2.1 Licensed, Not Sold. The Software is made available under license and is not sold. Copyright laws, international copyright treaties, other intellectual property laws, and applicable treaties protect the Software. Centerm and its suppliers retain title to and ownership of the Software.

2.2 Limited Grant. Subject to this EULA, Centerm grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to make the copies reasonably required for the Purpose, install those copies on the CPUs of computers owned by the Licensee and located at the Licensee's premises, and use the Software solely for the Purpose.

2.3 No Implied Rights. Except for the limited rights expressly stated in this EULA, no ownership interest, license, or other right in the Software, or in any feature or information within it, passes to the Licensee.

3.1 Purpose Limitation. The Licensee may use the Software only for the Purpose. Use for competitor evaluation, reverse engineering, decompilation, disassembly, or any other unauthorized purpose constitutes a blatant and flagrant violation and a fundamental breach of this EULA and may result in any remedies or penalties available to Centerm and/or its suppliers under applicable law.

3.2 Technical Restrictions. The Licensee must not modify, reverse engineer, decompile, or disassemble the Software, except only to the extent applicable law mandatorily permits such activity notwithstanding this restriction.

3.3 Transfer and Service Restrictions. The Licensee must not transfer, sublicense, rent, lease, lend, or provide commercial hosting services in connection with the Software. Before a computer carrying the Software is transferred, rented, leased, lent, or otherwise placed in another person's possession, the Licensee must completely delete the Software from that computer.

4.1 Ownership. Centerm and/or its suppliers own all title, copyright, and other intellectual property rights in the Software, including all images, photographs, animations, video, audio, music, text, and applets incorporated into it, as well as all accompanying printed materials and every copy of the Software.

4.2 Reservation and Non-Challenge. Centerm and/or its suppliers reserve every right not expressly granted by this EULA. The Licensee must not challenge, or assist any other person in challenging, those rights.

4.3 Copyright Treatment and Backup. The Licensee must handle the Software as copyrighted material. The Licensee may install it on authorized computers and retain the original solely for backup or archival purposes. Printed materials accompanying the Software may not be copied unless this EULA expressly permits the copy or Centerm gives prior written permission.

7.1 Confidential Information. The Software contains confidential, proprietary, or trade-secret information belonging to Centerm and/or its suppliers (collectively, "Confidential Information"). The Licensee must maintain that information in the strictest confidence. These confidentiality duties are an essential part of this EULA, and any unauthorized disclosure is a fundamental breach.

7.2 Licensee Duties. The Licensee must:

7.3 Injunctive Relief. Unauthorized disclosure or use of the Software may cause irreparable harm to Centerm and/or its suppliers for which monetary damages may be inadequate. In addition to all other remedies available at law or in equity, Centerm may seek injunctive relief to enforce this EULA.

8.1 U.S. Government License Rights. Software supplied to the U.S. Government under solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions stated in this EULA. Software supplied under earlier solicitations is provided with "Restricted Rights" under FAR, 48 C.F.R. § 52.227-14 (June 1987) or DFARS, 48 C.F.R. § 252.227-7013 (October 1988), as applicable.

8.2 Export Restrictions. The Software and any technical data it contains are subject to U.S. export and re-export laws and regulations, as amended. The Licensee must not export or re-export the Software, directly or indirectly: (a) to a country subject to U.S. 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; (b) to an end user whom the Licensee knows, or has reason to know, will use it in the design, development, or production of nuclear, chemical, or biological weapons; or (c) to an end user prohibited by any U.S. federal agency from participating in U.S. export transactions.

9.1 Term. This EULA and the license it grants remain effective until terminated as provided below.

9.2 Noncompliance. Without prejudice to any other right, Centerm may terminate this EULA if the Licensee fails to comply with any term or condition.

9.3 Licensee Termination. The Licensee may terminate this EULA by discontinuing all use of the Software and destroying every copy.

9.4 Material Breach. Centerm may terminate this EULA by written notice if the Licensee materially breaches it and the breach either cannot be cured or, if curable, remains uncured for thirty (30) days after Centerm gives written notice.

9.5 Insolvency. Centerm may terminate this EULA immediately if the Licensee files, or becomes the subject of, a voluntary or involuntary bankruptcy petition or another insolvency proceeding; makes or seeks a general assignment for the benefit of creditors; or applies for or consents to the appointment of a trustee, receiver, or custodian over a substantial portion of its property.

9.6 Effect of Termination. Upon receiving a termination notice from Centerm, the Licensee must promptly destroy every copy of the Software and each component part and provide Centerm with a certificate confirming destruction.

11.1 Nature of Payment Services. To the extent the Software enables the initiation, authorization, capture, clearing, settlement, refund, reversal, chargeback, retrieval, or other handling of a financial transaction (each, a "Payment Transaction"), the Software functions as a technology interface. Unless a separate written agreement with Centerm expressly states otherwise, Centerm does not accept deposits, hold customer funds, extend credit, issue payment cards, or act as a bank, money transmitter, acquiring bank, sponsor bank, or payment processor.

11.2 Assumption of Transaction Risk. The Licensee acknowledges and accepts all risks associated with Payment Transactions. The Licensee is solely responsible for transaction accuracy and authorization; merchant, cardholder, and customer disputes; refunds, reversals, and chargebacks; fraud and unauthorized transactions; and delays, holds, reserves, freezes, retrievals, recoupments, fees, fines, or assessments arising from applicable law or the rules and decisions of banks, card networks, processors, or other third parties.

11.3 Transaction Outcomes and Funds Actions. To the maximum extent permitted by applicable law, Centerm is not responsible for any loss arising from a transfer or settlement delay; a rejected, returned, reversed, or charged-back transaction; or any reserve, hold, freeze, seizure, setoff, recoupment, fee, fine, or assessment imposed or required by a Third-Party Provider, card-network rule, risk control, legal process, or regulatory requirement. This exclusion does not apply to liability that applicable law does not permit Centerm to exclude.

11.4 Third-Party Providers and Additional Terms. Payment Transactions may depend on acquiring or sponsor banks, issuing banks, card networks, payment processors, gateways, settlement agents, and other service providers (collectively, "Third-Party Providers"). The Licensee agrees to comply with each Third-Party Provider's additional terms, operating rules, policies, and procedures to the extent applicable to the Licensee or a Payment Transaction. Third-Party Providers are independent parties, and Centerm is not responsible for their acts, omissions, insolvency, systems, or decisions.

11.5 No Assurance of Real-Time Settlement or Continuous Service. Centerm does not warrant real-time authorization, clearing, funding, or settlement; uninterrupted or continuous availability; error-free processing; or acceptance or completion of any Payment Transaction. A Payment Transaction or related service may be delayed, suspended, restricted, refused, reversed, or unavailable because of a Third-Party Provider, network condition, maintenance event, risk control, compliance review, legal requirement, or event beyond Centerm's reasonable control.

11.6 FDIC Deposit Insurance. Unless separate terms issued by an identified FDIC-insured depository institution expressly state otherwise, any balance, stored value, reserve, pending amount, or settlement amount displayed in or accessible through the Software is not a deposit account with Centerm and is not represented by Centerm as FDIC-insured. Any eligibility for pass-through deposit insurance depends on the applicable partner-bank arrangement, account records, beneficial ownership, and satisfaction of applicable legal requirements; Centerm does not guarantee that such coverage is available.

11.7 Financial Compliance and Risk Controls. The Licensee is responsible for complying with all financial-services laws, sanctions, anti-money-laundering and know-your-customer or know-your-business requirements, card-network rules, consumer-protection obligations, licensing requirements, and transaction restrictions applicable to its role and activities. Centerm and Third-Party Providers may request information, conduct screening or monitoring, impose reserves or limits, and delay, restrict, reject, reverse, report, or otherwise act on a Payment Transaction when reasonably required for risk management or compliance. The Licensee must provide complete and accurate information and must not use the Software for an unlawful, fraudulent, sanctioned, or prohibited transaction. Nothing in this EULA limits any non-waivable legal obligation of Centerm or a Third-Party Provider.

12.1 Excluded Losses. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTERM AND ITS SUPPLIERS WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO PERFORM A DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS.

12.2 Covered Events and Theories. THE EXCLUSION APPLIES TO LOSS ARISING FROM OR RELATING TO USE OF, OR INABILITY TO USE, THE SOFTWARE; PROVISION OF, OR FAILURE TO PROVIDE, SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, OR RELATED CONTENT; OR ANY OTHER MATTER UNDER OR CONNECTED WITH THIS EULA. IT APPLIES REGARDLESS OF FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF CENTERM OR A SUPPLIER WAS ADVISED THAT THE DAMAGE COULD OCCUR.

12.3 Remedies and Replacement Copy. Any remedy available to the Licensee is subject to the exclusions in this Section 12 and the aggregate liability cap in Section 13. If a copy of the Software is defective, the Licensee may request a replacement copy, and Centerm may elect in its sole discretion whether to provide one. The availability of a replacement copy does not expand Centerm's liability or waive any exclusion or limitation in this EULA.

13.1 Maximum Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CENTERM AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO THIS EULA, THE SOFTWARE, ANY SUPPORT OR OTHER SERVICE, OR ANY PAYMENT TRANSACTION, UNDER ALL CLAIMS AND LEGAL THEORIES COMBINED, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE LICENSEE TO CENTERM FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP APPLIES IN THE AGGREGATE AND NOT PER INCIDENT OR CLAIM. IT DOES NOT LIMIT LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

15.1 Entire Agreement. This EULA, together with its amendments and addenda, is the entire agreement between the Licensee and Centerm regarding the Software and any related support or maintenance services. It supersedes all prior and contemporaneous oral or written communications, proposals, and representations concerning those subjects.

15.2 Priority. If a Centerm support policy or program conflicts with this EULA, this EULA controls.

15.3 Severability. If any provision is held void, invalid, unenforceable, or illegal, the remaining provisions continue in full force and effect.

15.4 Modification. Centerm may modify this EULA in its absolute and sole discretion. The Licensee is responsible for checking periodically for changes.

15.5 No Waiver. A delay in enforcing any right or remedy does not waive that right or remedy.

15.6 Assignment. The Licensee may not transfer or assign this EULA, or any right or obligation under it, without Centerm's prior written consent.

16.1 Contact. Questions concerning this EULA or other communications to Centerm may be sent by email to pos@centerm.com.

16.2 Acknowledgment. The Licensee confirms that it has read, understood, and agreed to every term and condition of this EULA and acknowledges receipt of a copy. The individual accepting this EULA confirms that the individual is either a duly authorized representative of the named company or an employee who has received that company's explicit permission and agrees to operate under this EULA.