ATTENTION

Use of the Quick Pay Checker Software is subject to the User License Agreement (the 'License Agreement') set forth below between you, the Licensee and Quick Pay Solutions Ltd.  By accepting the software you indicate your acceptance of these terms. If you do not accept these terms fully, you may not install or otherwise use the software. Notwithstanding anything to the contrary in this notice, unless you have a separate written agreement with Quick Pay Solutions Ltd for Software use, installing or otherwise using the software indicates your acceptance of these license terms and these terms shall govern your use of such Software.

SOFTWARE  LICENSE AGREEMENT

1.    Quick Pay Solutions Ltd will grant to you, the Licensee, a license to use, without charge, one copy of the Software and related Documentation ('Software Products') set out in this License Agreement for use only during the duration of license period. 'Use' means storing, loading, executing or displaying the Software. This license is not assignable and not transferable. You may not copy, modify, merge, sell, network, rent, lease, assign, create derivative works based upon the Software in whole or in part, or transfer in any manner the Software, including the documentation.

2.    The Software Products are not for commercial use without the express written permission from Quick Pay Solutions Ltd. 

3.    Licensee agrees to promptly report to Quick Pay Solutions Ltd any bugs or problems encountered with the Software Products, and to provide to Quick Pay Solutions Ltd in writing any suggestions Licensee may have on how to enhance or improve the Software Products or make them more useable for Licensee's environment. All suggestions supplied by Licensee that relate to the Software Products shall be deemed to be the property of Quick Pay Solutions Ltd. Software Products are a trade secret of Quick Pay Solutions Ltd. Licensee acknowledges that the Software Products are proprietary to, and a valuable trade secret of Quick Pay Solutions Ltd, and are entrusted to Licensee only for the purposes set forth in this License Agreement.

4.    The Evaluation Period shall be a thirty (30) day period, which shall begin the day the Software Products are delivered to Licensee. At the end of the Evaluation Period, Licensee will immediately destroy the Software, related documentation, and all copies. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory and whether or not modified or merged into other materials. You may terminate this License Agreement at any time by destroying the Software, related documentation, and all copies thereof. This License Agreement will terminate immediately without notice from Quick Pay Solutions Ltd if you fail to comply with any provision of the License Agreement, and upon such termination you must destroy the Software, related documentation, and all copies thereof.

5.    Licensee agrees not to cause or permit the modification, reverse engineering, disassembly, or decompilation of the Software or otherwise reduce the Software to a human-perceivable form. Licensee agrees that it shall not publish, or permit the publication of, the results of any benchmark tests or other comparative or analytical material which refer to the Software Products as used by Licensee, without Quick Pay Solutions Ltd’s prior written permission. Licensee is prohibited from redistributing any portion of the Software Products, including the documentation in any form of printed or electronic communication including but limited to magnetic media, Internet communication or bulletin boards.

6.    You may make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized use of the Software. You must reproduce all copyright notices in the original Software on all copies or adaptations.

7.    Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. Quick Pay Solutions Ltd’s third party suppliers may protect their rights in the event of any violation of these license terms.

8.    The Software Products contain copyrighted material, trade secrets and other valuable proprietary material. The Software Products and their documentation are owned by Quick Pay Solutions Ltd or its third party suppliers and are protected by the laws of the United Kingdom and by laws of other nations, and by international treaties. Licensee agrees to protect the Software Products in a manner consistent with Licensee's own proprietary materials. In addition, Licensee may have access to information that is confidential to Quick Pay Solutions Ltd ('Confidential Information'). Confidential Information shall include the Software Products and all information marked as confidential. Licensee agrees, both during the term of this Agreement and for a period of five (5) years after termination of the Agreement, to hold Confidential Information in confidence.

9.    DISCLAIMER OF WARRANTY ON QUICK PAY SOLUTIONS LTD SOFTWARE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND QUICK PAY SOLUTIONS LTD AND QUICK PAY SOLUTIONS LTD’S LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT.  QUICK PAY SOLUTIONS LTD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, QUICK PAY SOLUTIONS LTD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUICK PAY SOLUTIONS LTD OR A QUICK PAY SOLUTIONS LTD AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT QUICK PAY SOLUTIONS LTD) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

10.  LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL QUICK PAY SOLUTIONS LTD BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR DATA) OR OTHER DAMAGES, EITHER IN CONTRACT OR TORT, ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THAT RESULTS FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF QUICK PAY SOLUTIONS LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QUICK PAY SOLUTIONS LTD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION.

Notwithstanding the foregoing:

a)       Neither party excludes or restricts liability for death or personal injury caused by its’ negligence or that of its employees;

b)       Quick Pay Solutions Ltd does not exclude or restrict any liability for any breach of the undertaking set out at Clause 9

11.  Audit: Upon Quick Pay Solutions Ltd’s reasonable belief that any term of this Agreement has been violated, Licensee agrees to allow an independent third party to inspect Licensee's site, books and records to determine whether Licensee has complied with the terms of this License Agreement. The third party will be chosen by Quick Pay Solutions Ltd and approved by Licensee, whose approval shall not be unreasonably withheld. The reviews will occur at mutually agreeable times during normal business hours. The third party will be instructed to keep all information learned strictly confidential except as it relates to breaches of this agreement.

12.  You agree and certify that neither the Software nor any other technical data received from Quick Pay Solutions Ltd, nor the direct product thereof, will be exported outside the United Kingdom except as authorized and as permitted by the laws and regulations of the United Kingdom. If the Software has been rightfully obtained by you outside of the United Kingdom, you agree that you will not re-export the Software nor any other technical data received from Quick Pay Solutions Ltd, nor the direct product thereof, except as permitted by the laws and regulations of the United Kingdom and the laws and regulations of the jurisdiction in which you obtained the Software.

13.  Licensee agrees that any information provided by Licensee to obtain the Software Products may be used by Quick Pay Solutions Ltd for its own business purposes. The Software may have been equipped with a disabling device that will prevent its use after the evaluation period has expired.

14.  If one of the provisions of this Agreement should be, or become invalid, this shall not affect the validity of the remaining provisions. The section in question shall be deemed to be deleted from the License Agreement and the balance of the License Agreement shall remain in full force and effect. Unless you have already entered into a separate written agreement with Quick Pay Solutions Ltd for Software use, this License constitutes the entire agreement between the parties with respect to the use of the Software and documentation, and supercedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

15.  Quick Pay Solutions Ltd represents and undertakes that it has the right to grant a Licence to use the Software and related Documentation to the Licensee. Quick Pay Solutions Ltd undertakes to defend the Licensee and its clients from and against any claim or action that the possession and/or Use of the Software (or any part thereof) infringes the Intellectual Property Rights of a third party (an “Infringement Claim”) and shall fully indemnify and hold harmless the Licensee and its clients from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against the Licensee or its client as a result of or in connection with any such Infringement Claim.

For evaluation period extensions or for extended Software license rights, please contact your Quick Pay Solutions Ltd Sales Representative.

Software Evaluation Licensees may be eligible to receive free phone technical support during the evaluation period. For further information please contact your Quick Pay Solutions Ltd Sales Representative.