End User License Agreement

End User License Agreement

NOTE: PLEASE SEE SECTION 11 FOR DISCLAIMER AND LIMITATIONS OF LIABILITY

These license terms are an agreement between AppNinjas, Inc and you or the company you represent. Please read them. They apply to the software that accompanies these license terms, which includes the media on which you received it, if any. The terms also apply to any:

A. Downloads (such as Swipe)

B. Updates (such as updates or patches to Swipe, etc)

C. Supplements (such as user guides, user manuals, checklists, training videos, etc)

D. Internet-based services, (such as those on www.appninjas.com, support.appninjas.com, forums)

E. Support services, (such as technical support, system setup, installation assistance, etc)

For this software, unless other terms accompany those items. If so, those terms apply.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND APPNINJAS, INC. BY INSTALLING OR USING THE APPNINJAS SOFTWARE, SWIPE (THE SOFTWARE) YOU ARE AGREEING TO BE BOUND BY AND TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY AND TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, RETURN PROMPTLY ANY SOFTWARE DISKS AND ACCOMPANYING DOCUMENTATION TO APPNINJAS, INC. AND COMPLETELY UNINSTALL AND DISCONTINUE USE OF THE SOFTWARE.

1. GRANT OF LICENSE: The software is licensed, not sold. This agreement only gives you some rights to use the software. AppNinjas reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. Subject to and in accordance with the terms and conditions of this License Agreement, AppNinjas, Inc grants you, and you accept, a limited, non-transferable license to use (the "Software") and the Documentation only for the specific purposes set forth herein, and for no other purpose. The purpose for which the foregoing limited, non-transferable license is granted is to permit you to use the Software to assist you in retail sales and management on a single computer, mobile device, or a single network server supporting no more than the permitted number of network users at one time.

2. USE RESTRICTIONS: Without enlarging in any way the scope of the limited license set forth above, you agree not to do any of the following:

1. Copy the Software for any purpose.

2. Copy the Documentation for any purpose;

3. Use the Software on or gain access from more than one machine at a time, nor install it in a fashion that makes it available for running on or access from more than one machine at a time unless, in conjunction with your purchase of a license to use the Software, you have paid local area network or wide area network concurrent user fees and any other charges imposed by AppNinjas, Inc for such use or access. If you have paid such fees, then you agree not to allow more than the licensed number of users to use the Software at one time. ("More than one machine" includes, among other things, use on a local area or wide area network or a multi-user computer with several terminals.)

4. Rent, lease, license, sub-license, or assign the use of the Software to others.

5. Alter, modify, or adapt the Software.

6. Work around any technical limitations in the software.

7. Reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation.

8. Make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;

9. Publish the software for others to copy;

10. Use the software in any way that is against the law.

3. ADDITIONAL LICENSING AGREEMENTS AND USE RESTRICTIONS: (AS DESCRIBED BELOW, USING THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING ACTIVATION, VALIDATION AND FOR INTERNET-BASED SERVICES:)

A. Remote Access. The single primary user of the licensed device may access and use the software installed on the licensed device remotely from any other device. You may allow other users to access the software to provide you with support services. You do not need additional licenses for this access. No other person may use the software under the same license at the same time for any other purpose.

B. Multiplexing. Hardware or software you use to:

1. pool connections, or

2. reduce the number of devices or users that directly access or use the software (sometimes referred to as "multiplexing" or "pooling"), does not reduce the number of licenses you need.

C. Trial and Conversion. Some or all of the software may be licensed on a trial basis. Your rights to use trial software are limited to the trial period. The trial software and length of the trial period are set forth during the activation process. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented upon request.

D. Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. If the period is month to month then your license is renewed for an additional month with each payment.

E. MANDATORY ACTIVATION. Activation associates the use of the software with a specific device. During activation, the software may send information about the software and / or the device to AppNinjas. This information may include the version, the license version and the product ID of the software, Internet protocol address of the device and information derived from the hardware configuration, including unique identifiers of the hardware, firmware, or operating system. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.

F. VALIDATION. The software may from time to time validate the license. Validation verifies that the software has been activated and is properly licensed. Validation also permits you to use certain features of the software or to obtain additional benefits.

1. During a validation check, the software will send information about the software to AppNinjas. This information may include the version of the software and the product key. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.

2. If the software is not properly licensed, the functionality of the software may be affected. For example, you may need to reactivate the software to continue use.

G. INTERNET-BASED SERVICES. AppNinjas provides Internet-based services with the software.

1. Consent for Internet-Based Services. The software features described below connect to AppNinjas or other service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. For more information about these features, contact technical support. BY USING THESE FEATURES, YOU CONSENT TO THE TRANSMISSION OF SALES, PAYMENT PROCESSING, COMPANY, EMPLOYEE AND CUSTOMER INFORMATION.

2. Computer Information. The following features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software, and most importantly data. AppNinjas uses this information to make the Internet-based services available to you.

a. Swipe (data uploads, data and software downloads, payment processing, validation, etc)

b. (Remote data access)

c. (Customer feedback system)

H. Device Integrity. The device's operating system must not be compromised (for example: hacked, jail-broken, or otherwise tampered with). AppNinjas assumes no liability whatsoever from compromised or unlicensed devices running any AppNinjas Software.

I. Collection and use of Personal Information. By entering your personal information, such as First Name, Last Name, Phone Number, Email or other such information, you agree to let AppNinjas use that information for marketing purposes, including but not limited to, contacting you directly for services, or passing your information onto third parties for marketing of related services or products.

4. EXPORT RESTRICTIONS: The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

5. SUPPORT SERVICES: AppNinjas provides fee-based support services for the software.

6. ENTIRE AGREEMENT: This license agreement (including the warranty below), any addendum or amendment included with the software are the entire agreement for the software and support services. No representative of APPNINJAS, INC other than a corporate officer is authorized to alter its terms, and an officer may do so only in writing.

7. APPLICABLE LAW:

A. United States. If you acquired the software in the United States, California state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

B. Outside the United States. If you acquired the software in any other country, the laws of that country apply.

8. LEGAL EFFECT: This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

9. LIMITATION ON AND EXCLUSION OF DAMAGES: YOU CAN RECOVER FROM APPNINJAS AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

A. This limitation applies to:

1. anything related to the software, services, web-based content and services, content (including code) on third party Internet sites, or third party programs; and

2. claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

B. It also applies even if:

1. repair, replacement or a refund for the software does not fully compensate you for any losses; or

2. AppNinjas knew or should have known about the possibility of the damages.

3. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

10. COPYRIGHT: The copyright in the Software, in the date or test retrieved, display, or output by the Software and in the Documentation is owned by AppNinjas Inc., and is protected by the copyright laws of the United States of America and the laws of foreign countries pursuant to international treaties. Except as otherwise permitted by this License Agreement and the provisions of 17 U.S.C. Section 107 governing fair use, you may not copy, reproduce, distribute, or prepare derivative works based upon the Software or the Documentation, or otherwise engage in any other activities concerning the Software or the Documentation which infringe upon or violate the exclusive rights of AppNinjas Inc. Limited Warranty and Limitation of Remedies 4. AppNinjas Inc.'s sole liability to you shall be the replacement of any software that is not free from defects in workmanship.

11. DISCLAIMER AND LIMITATIONS OF LIABILITY

A. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APPNINJAS, INC. DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OR MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE STATED IN PARAGRAPH 1. MOREOVER, OUR REMEDIES FOR BREACH OF THE LIMITED WARRANTY ARE LIMITED TO THAT STATED IN THIS SECTION (11). THIS LIMITATION EXCLUDES RECOVERY OR DAMAGES OF ANY KIND. No Liability for Consequential Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL APPNINJAS, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR THE INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF APPNINJAS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Software or Web-Services. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security, availability and validity of any and all features and functions of the Software and Web-services, including, without limitation, Postings, Ratings and Materials associated with your use of the Site to the extent of the law.

C. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THIS SITE, SWIPE, APPNINJAS, THE PARENT COMPANIES, ANY OF THEIR AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SOFTWARE, HARDWARE, OR WEB-SERVICES OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES

D. LIMITED WARRANTY. If you follow the instructions, the software will perform substantially as described in the AppNinjas materials that you receive in or with the software.

E. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. THE LIMITED WARRANTY COVERS THE SOFTWARE FOR 90 DAYS ACQUIRED BY THE FIRST USER. IF YOU RECEIVE SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE DURING THAT YEAR, THEY WILL BE COVERED FOR THE REMAINDER OF THE WARRANTY OR 30 DAYS, WHICHEVER IS LONGER. If the first user transfers the software, the remainder of the warranty will not apply to the recipient.

F. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts.

G. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond AppNinjas reasonable control.

H. REMEDY FOR BREACH OF WARRANTY. APPNINJAS WILL REPAIR OR REPLACE THE SOFTWARE AT NO CHARGE. IF APPNINJAS CANNOT REPAIR OR REPLACE IT, APPNINJAS WILL REFUND THE AMOUNT YOU PAID FOR THE ORIGINAL PURCHASE OF THE SOFTWARE. IT WILL ALSO REPAIR OR REPLACE SUPPLEMENTS, UPDATES AND REPLACEMENT SOFTWARE AT NO CHARGE. IF APPNINJAS CANNOT REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY. YOU MUST UNINSTALL THE SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS TO APPNINJAS WITH PROOF OF PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE LIMITED WARRANTY.

I. CONSUMER RIGHTS NOT AFFECTED. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS, WHICH THIS AGREEMENT CANNOT CHANGE.

J. WARRANTY PROCEDURES. You need proof of purchase for warranty service.

K. For warranty service or information about how to obtain a refund for software contact AppNinjas at:

1. Email support@appninjas.com

L. NO OTHER WARRANTIES. THE LIMITED WARRANTY IS THE ONLY DIRECT WARRANTY FROM APPNINJAS. APPNINJAS GIVES NO OTHER EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. WHERE ALLOWED BY YOUR LOCAL LAWS, APPNINJAS EXCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

M. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. THE LIMITATION ON AND EXCLUSION OF DAMAGES CLAUSE ABOVE APPLIES TO BREACHES OF THIS LIMITED WARRANTY. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY.

N. PROFESSIONAL RESPONSIBILITY: You acknowledge that you are purchasing the licenses hereunder to assist you in your chosen profession and you further acknowledge that is it your responsibility to review the results suggested to you by the Software prior to their implementation.

O. Governing Law. In case of any dispute, this License Agreement will be governed by the law of the State of Alaska. Copyright issues are an exception, as copyright is governed by the law of the United States.

P. No Assignment. The licenses granted pursuant to this License Agreement are personal to you, and under no circumstances may be assigned or transferred by you without APPNINJAS, INC.'s prior written consent. Any attempted assignment or transfer shall be null and void and shall result in the immediate and automatic termination of the license granted under this License Agreement

13. EXAMPLE DISCLAIMERS: We want you to have a good experience with our products. We have listed some potential problems that may be avoided with a little extra care, and for which AppNinjas cannot take responsibility. This policy helps keep all of our customers' support costs down. Please review the following disclaimer in addition to the remainder of the End User License Agreement.

A. Credit Card Deposits: AppNinjas cannot be responsible for credit card transactions not deposited to your account. During setup we make our best effort to ensure that integrated credit card processing is setup correctly. As we do not see your bank statements, we have no way of confirming that deposits are being made correctly. Please confirm as soon as possible that all sales are being deposited correctly. If not, please contact us as soon as possible be emailing support@appninjas.com.

B. Maintaining Operating System: AppNinjas cannot be responsible for the performance or maintenance of the computer or mobile-device's Operating systems (Windows 2000/XP/Vista or Linux, Mac OS, iPhone OS, Android or other). This includes bugs, viruses, spyware and other malware. Your operating system requires occasional security patches, updates, and service packs. You need to ensure that whenever possible it is set to update automatically and that it is receiving and installing updates and other maintenance releases. We also recommend that you install AntiVirus software where possible.

C. Third party software and hardware: AppNinjas cannot be responsible for other software installed on the system by the end user. Common examples include applications (apps); email, office, publishing and accounting software, antivirus software, etc. We also cannot be responsible for any hardware, whether it was purchased from us or not. The reliability, security, and warranty of hardware is between you and the hardware manufacturer. Providing support to hardware or software not created by us puts us in a position of being responsible if it fails. We cannot accept this responsibility.

D. Value of lost time or revenue (or other damages): We will provide our best support, but we cannot pay for your time, lost revenue or other damages in the event of problems with support services, software, hardware, networks or web services.

E. Hardware Repair: AppNinjas is not liable for hardware repairs or damages. We will assist in coordinating warranty repairs, but all such hardware warranty repairs are in accordance with manufacturer's RMA and repair policies; we are not responsible for shipping charges. We sometimes loan equipment if available, but must charge shipping. Please ask us about advance replacement "hot swap" warranties that may be available for a nominal fee. Please also note that we CANNOT support hardware that was not purchased from us. It unreasonably puts us in a position of liability.

F. Hardware Maintenance: AppNinjas is not liable for hardware maintenance. Your CPU and other hardware may fail prematurely for various reasons. We recommend that you follow your hardware manufacturer's maintenance and care guidelines.

G. ISP Hardware: AppNinjas cannot provide support for or be liable for configuration and troubleshooting of hardware provided by Internet Service Providers or phone companies. This includes hubs, routers, networking equipment, phone lines, etc.

H. Software License Transfer Fee: A One-Hundred Dollar Software License Transfer Fee may be applied in the event of a change of ownership. The licenses granted pursuant to this Software License Agreement are personal to you, and under no circumstances may be assigned or transferred by you without APPNINJAS, INC's prior written consent.

I. Sales Taxes and Royalties: AppNinjas cannot be responsible for ensuring that sales tax rates are correct for each location. Please verify after initial setup that all taxes are set correctly, and please adjust and verify every time there is a change in your local tax rates. AppNinjas cannot be responsible for ensuring that royalty rates are correct for each location. Please verify after initial setup that all royalties are set correctly, and please adjust and verify every time there is a change in your royalty rates.

J. PCI Compliance and data security: AppNinjas cannot be responsible for ensuring that your business is PCI compliant or that your data is secure. PCI compliance involves many things out of our control including your network, your business policies and controls, access to the computer/phone, etc. We are continually improving our systems, but we cannot guarantee full compliance. Please see Swipe Security Policies And Recommendations at www.appninjas.com/pci . For more information on PCI compliance we recommend you read the information on the following web site: http://www.pcicomplianceguide.org/merchants.php

K. Integrated Processing: If you cannot get high speed (Cable or DSL) we recommend you use a either the cellular network provided, or a processor-supplied terminal.

L. E-mail: Some of our services can be configured to send e-mails to our users or directly to customers. AppNinjas cannot be held responsible for e-mail not being received or understood. Many systems including spam filters, e-mail clients, invalid e-mail accounts, and networking issues can prevent e-mail from being received. To help ensure that e-mail from AppNinjas can be received, make sure to configure e-mail clients and spam filters to allow e-mail from any address that contains "@AppNinjas.com". If you need additional help, please e-mail "support@AppNinjas.com".

M. Additional Fees: Please be aware that in addition to the standard support packages (tech support, updates and data backup) there are a few additional fees that you may encounter. 1) If you discontinue using the Swipe system but wish to continue using the services to access prior data [Example: you sell your business but wish to have access to old data for tax purposes] there may be a $10 per month fee for access only. 2) If you wish to transfer your Swipe license to a new company or owner, there may be a $100 transfer fee. This covers our cost of archiving the data, moving the databases, validating data, and setting up Swipe with a new account.

Availability of Web Services : Web services are not totally reliable. We cannot accept responsibility for any consequences resulting from your inability to access information via our web services.