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Software End User License Agreement


  1. GENERAL TERMS
    1. Thank you for selecting the software offered by POSBANG. and/or its subsidiaries. This software license agreement together with Privacy Statement provided to you on the website or documentation for POSBANG Krypton software you have selected and the Additional Terms and Conditions for the Services collectively, the “Agreement” is a legal agreement between you and POSBANG. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to us, more fully described below. By clicking I AGREE, and/or accessing or using the POSBANG Krypton software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the use of POSBANG Krypton software, and you will not be permitted to access or use the Software. Your access to or use of the Software may also be subject to your acceptance of separate agreements with POSBANG and / or third parties. This Agreement incorporates by reference to the applicable of the program’s subscription, activation, ordering and pricing terms provided to you online or offline for the Software selected by you and for other POSBANG products made available to you through this Software, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Software, including such additional internet based products made available to you through the Software you have selected.

    2. LICENSE GRANT AND RESTRICTIONS    Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, POSBANG grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the POSBANG description for the Software, and, if applicable, solely by such number of authorized users for which the applicable fee has been paid by you.


          In addition to the Software provided herein, the Software includes any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Software that POSBANG provides or makes available to you.


      Except as expressly allowed herein or by applicable law, you are not licensed or permitted under this Agreement to do any of the following and must not allow any third party to do any of the following:

      1. Access or attempt to access any other POSBANG systems, programs or data that are not made available for public use;
      2. copy, reproduce, republish, upload, post, transmit, license, sublicense, modify or create derivative works based on the Software in whole or in part, resell or distribute in any way the Software;
      3. Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement;
      4. transfer any of the rights granted to you under this Agreement;
      5. Work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law;
      6. perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by POSBANG’s other licensees or customers, or impose an unreasonable or disproportionately large load on POSBANG’s infrastructure.

    3. POSBANG SERVICES.    You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by POSBANG services. If you decide to use POSBANG Services, you may be subject to additional terms and conditions governing these Services and separate fees may apply. You acknowledge that in accessing POSBANG Services through the Software you may upload or enter certain data from account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant POSBANG permission to use information about your business and usage experience to enable us to provide the POSBANG Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services POSBANG may provide to you in the future. You also grant POSBANG permission to combine your business data, if any, with that of others in a way that does not identify you, your company or any individual, personally to improve services and to compare business practices with other users. You also grant POSBANG permission to create, market or promote new POSBANG offerings based on your data.

      1. Online Communities. The Software may include a feature that allows you to exchange useful and helpful information with other users of the Software (Live Community). Internet access is required to use Live Community.
        1. Content. You agree that POSBANG does not endorse and is not responsible for the accuracy of the content in Live Community, and will not be liable for any damages incurred as a result of the submission or use of any such content. Live Community users may post hypertext links to content hosted and maintained by third parties. POSBANG has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. POSBANG reserves the right to monitor the Live Community content from time to time. Additionally, POSBANG reserves the right to edit, remove or refuse to remove Live Community content in its sole discretion.

        2. Conduct. You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that contains: (a) Inappropriate content such as: profanity, objectionable material of any kind, links to websites that contains information about illegal activity, information or software that contains a virus, Trojan horse, or other harmful or disruptive component. (b) Spam. such as: commercial solicitations, chain letters, securities offerings, repetitive, pointless or irrelevant postings. (c) Attacks such as: "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, creating usernames to attack other participants' identities, impersonating other individuals or falsely representing your identity or qualifications, postings that breach any users' privacy.

    4. TRIAL VERSIONS.    If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant above in Section 2, for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE

    5. FEES.    If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in additional product ordering and pricing terms provided to you for the Software you have selected. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Software. Access to the Software will begin

      1. for trial versions after your acceptance of this Agreement and after POSBANG receives and processes all the information requested in the registration process; and

      2. for paid versions after your acceptance of this Agreement and after POSBANG receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process.


      You must have a valid credit card or a valid debit card acceptable to POSBANG with an appropriate logo or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Software. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term, then the current subscription rate to maintain access to the Software. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Software you have selected.

    6. RESERVATION OF RIGHTS AND OWNERSHIP.    The Software is licensed not sold, and POSBANG reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. POSBANG and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of POSBANG. This Agreement does not limit any rights that POSBANG may have under trade secret, copyright, patent or other laws.

    7. REGISTRATION.    Your registration information to use the Software must be (i) accurate, current and complete as prompted in the sign-up process, the "Registration Data", and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or POSBANG has reasonable grounds to suspect the data is inaccurate, not current or incomplete, POSBANG may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).

    8. PRIVACY.    For details about POSBANG's privacy policies, please refer to the POSBANG Privacy Statement contained either in the Software, or the policy on the POSBANG website relating to the Software product you selected. You agree to be bound by the applicable POSBANG privacy policy, as it may be amended from time to time in accordance with its terms.

    9. FEEDBACK.    POSBANG may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (Feedback). You agree that POSBANG may, in its sole discretion, use the Feedback you provide to use in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant POSBANG a perpetual, worldwide, fully transferable, sub licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit, any information you provide to POSBANG in the Feedback.

    10. DISCLAIMER OF WARRANTIES.    THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POSBANG, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. POSBANG AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, POSBANG DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

      THE SOFTWARE IS DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT POSBANG AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. POSBANG EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

    11. LIMITATION OF LIABILITY AND DAMAGES.    IN NO EVENT WILL POSBANG BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF POSBANG AN ITS AFFILIATES AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO POSBANG FOR THE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY POSBANG IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POSBANG, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET POSBANG’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF POSBANG, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POSBANG AND YOU. POSBANG WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.

    12. CONSENT TO CONDUCT BUSINESS ELECTRONICALY (CONSENT).

      1. Consent to Electronic Communications. POSBANG may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to POSBANG. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that POSBANG, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.quicken.com, www.turbotax.com, etc. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and Third Party Services.

      2. Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a licensee of the Software.

      3. Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “I AGREE” button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

      4. Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at Privacy Team, POSBANG Inc., 680 Wilshire Place #414, Los Angeles, California (CA), USA, 90005. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software.

      5. Changes to Your Email Address. You agree to notify us promptly of any change in your email address or Registration Data. You can do so by logging on to www.posbang.com and following the instructions to submit a comment to POSBANG please include both your old and new email address).

    13. AMENDMENT.    Please review the Agreement periodically on the Software website provided to you for additional terms and changes. POSBANG has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means POSBANG determines in its discretion to be reasonable, including posting information concerning such change on any POSBANG sponsored website. Your continued use of the Software after POSBANG's publication of any such changes shall constitute your acceptance of this Agreement as modified.

    14. TERMINATION.    Your rights under this Agreement may be terminated or suspended by POSBANG immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect POSBANG’s rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.

    15. THIRD PARTY SERVICES.    In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by POSBANG (“Third Party Services”). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize POSBANG to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not POSBANG, is responsible for the performance of the Third Party Services. The Software may contain or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. POSBANG is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. POSBANG does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by POSBANG of any data contained in, or any services made available through, any Third Party Website. In no event will POSBANG be responsible for the information contained in such Third Party Website or for Licensees use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of POSBANG. POSBANG is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites.

    16. U.S. GOVERNMENT.    The Software is a "commercial item," as that term is defined at 48 C.F. 20R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation.". All U.S. Government End Users acquire the POSBANG Software with only those rights set forth herein.

    17. EXPORT RESTRICTIONS.    You acknowledge that the Software is subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Software may include technical data subject to such U.S. export regulations.

    18. MISCELLANEOUS.    This Agreement is the complete agreement between you and POSBANG and sets forth the entire liability of POSBANG, its affiliates and its Suppliers and your exclusive remedy with respect to the Software and its use. Any modification or waiver of the terms herein must be in a writing signed by an authorized representative of POSBANG and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of POSBANG, but may be assigned without your consent by POSBANG to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by California law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California.

  2. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE/SUBSCRIPTION AND RELATED SERVICES

    Your use of the Software/Subscription and related Services provided by POSBANG are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Software and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms above.


    1. POSBANG KRYPTON POINT OF SALE SOFTWARE

      1.1 USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING POSBANG KRYPTON POINT OF SALE SOFTWARE THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General Terms.

    2. LICENSE GRANT AND RESTRICTIONS

      2.1 Free License. You may

      1. install a maximum of one (1) of the POSBANG KRYPTON Point of Sale Software license at one (1) of our Company’s store location;

      2. make one (1) backup copy of the applicable POSBANG KRYPTON Point of Sale Software as an archival copy;

      3. use your backup copy to replace the applicable POSBANG KRYTON Point of Sale Software in the event the Software that was loaded on the original single computer is lost or is damaged and rendered unusable, however, your use of the replacement copy of the POSBANG KRYPTON Point of Sale Software will be subject to the terms and conditions set forth in this Agreement;

      4. print one (1) copy of any online user documentation in relation to the POSBANG KRYPTON Point.