ePat END USER LICENSE AGREEMENT
THIS AGREEMENT ("Agreement") is entered into on the "Effective Date" of the signature of this Agreement between SoftPoint LLC. ("Licensor"), with its principal place of business located at 8924 E Pinnacle Peak, Suite G5-586, Scottsdale, Arizona, 85255 and Client and or Licensee (hereinafter referred to as “Client” and or “Licensee”) whose name and principle address are set forth in this agreement and on the signature page of this agreement
Grant of License
Subject to the terms and conditions herein, Licensor hereby grants Licensee a nonexclusive license to access and execute the ePat Software Suite (the "Software Services") on Licensor's servers over the Internet.
Use and Access
Authorized Use. Subject to the terms as set forth herein, Licensee will have access rights to the Software Services residing on Licensor's servers by use of the Internet for the purpose of using the Software Services for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software Services provided by Licensor. Such use and access will be continuous on a 24/7 basis except for interruptions by reason of maintenance or downtime beyond Licensor's reasonable control.



Scope. Licensee will use the Software Services only for its internal business operations and will not permit the Software Services to be used by or for the benefit of anyone other than Licensee. Licensee will not have the right to re-license or sell rights to access and/or use the Licensed Software Services or to transfer or assign rights to access or use the Software Services, except as expressly provided herein. Licensee may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software Services. Licensee agrees to use the Software Services in a manner that complies with all applicable laws including intellectual property and copyright laws. Licensor expressly reserves all rights not expressly granted to Licensee herein.

Lab: If Licensee accepts this License, and as long as Licensee complies with the term of this licensee, Licensor grants Licensee a temporary 30-day nontransferable license to use internal and for testing only the ePat product subject to limitations and restrictions set forth in this license. Licensee agrees not to, and not to permit others to, directly or indirectly (a) reverse assemble, reverse compile or otherwise reverse engineer or attempt to derive the source code of all or any part (b) copy, modify, translate, alter, change or collect information that can be used to create derivative works of all or any party of the ePat product(s) (c) download, copy or collect information that could be used to copy all or any part of the ePat Software or access or use all or any of the ePat software product(s) for any purpose other than for the evaluation and demonstration of the ePat Software (d) the ePat Software must reside in a separate Lab server that does not interfere with any other software besides its intended purpose and Licensee agrees not to change or alter in anyway the configuration of the installed software on the Licensee Lab environment. Licensee will be held responsible if the above is violated at a cost of $1,000.00 (US Dollars) per incident to reestablish the ePat Lab Environment.

Restrictions: Licensee will not: (i) transmit or share identification or password codes to persons other than authorized users (ii) permit the identification or password codes to be stored and accessed by individuals who are not authorized users, or (iii) permit access to the Software Services through a single identification or password code being made available to multiple users on a network

Confidentiality. Each party (the Receiving Party) agrees that it will hold in strict confidence any Confidential Material received from the other party (the “Disclosing Party”), and specifically agrees as follows:
  • that it will maintain the confidentiality of the Confidential Material and will direct its employees to maintain such confidentiality, including taking such steps with regard to the Confidential Material as the Receiving Party takes to protect its own confidential material, and in any event with no less than a reasonable degree of care; and
  • that it will not publish (including in brochures, advertisements or other promotional material), disclose or make available to any third party, whether apparent or not, any of the Confidential Material; and
  • that it will use the Confidential Material only as authorized by the Disclosing Party; and
  • that it will not use Confidential Materials to initiate, or in any manner in connection with, any activity potentially affecting the rights or interests of the Disclosing Party.


As used herein, “Confidential Material” includes all material and information, whether represented in tangible or intangible form, disclosed to, described to or observed by, the Receiving Party, which is held as confidential and has not been publicly disclosed by the Disclosing Party. Confidential Material shall include, but not be limited to: (i) all information designated by Disclosing Party as confidential, and (ii) all information, conclusions, drafts and associated materials resulting from the work of Disclosing Party for Receiving Party.

Confidential Material does not include any portion of information or material that was available to the public prior to disclosure by the Disclosing Party, other than by breach of this Agreement by Receiving Party; or Receiving Party lawfully received from a third party that received the document from the Disclosing Party without any obligation of confidentiality; or is independently developed by Receiving Party without any use of the Confidential Material; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other government body.
Limited Warranty; Disclaimer
Licensor warrants that the Software Services will meet or exceed the specifications contained in the Documentation if installed by Licensor and used on approved hardware, Internet services and in the operating environment specified by Licensor. Licensor does not warrant that the Software Services will be error free. Licensee's sole remedy for any breach of warranty is to discontinue use of the Software Services and return all Documentation for a refund of up to the most recent three months of fees paid by Licensee to Licensor, less applied labor and training and reimbursable out-of-pocket costs. THE SOFTWARE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE LICENSED PRODUCT OR AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF LICENSOR HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. Licensor shall not be liable for any loss or damage caused by delay in furnishing the Software Services or any other performance under this Agreement. Licensor shall not be liable for any loss of data, interruption or loss of business caused by or resulting from the use of the Software Services. Licensor shall not be liable for any actual or alleged security breaches into Licensee’s computer systems or networks, or from any resulting damages or regulatory or industry actions taken against Licensee or allegations that Licensee does not meet industry security standards. Except as expressly provided elsewhere in this Agreement, Licensor’s liability for any and all liability, cost, expense, claim, or loss (“Claims”) resulting from a breach of this Agreement or Claims based in tort (including, but not limited to, negligence and strict liability) shall not exceed the total fees paid by Customer for the services and the license fees for the Software Services.
Our Policies
The ePat services, devices, websites, and software, including mobile applications (collectively, the “Service” or “ePat”) are provided to you, the merchant (“Merchant”, “you”, or “your”), by ePat by SoftPoint LLC. and its parent and affiliated companies (collectively “we”, “us”, “our”, or “ePat”).

Your use of the Service is subject to and governed by this ePat Merchant Agreement (“Merchant Agreement”) and the terms of any ePat Subscription Order Form (“Order Form”) that you entered into that specifically references this Merchant Agreement (collectively, the “Agreement”). We reserve the right to update and change the terms of this Agreement from time to time in our sole discretion, We will provide you with notice by updating this page and indicating the date of the update, so please check this page frequently for updates and changes. We also may send you notice via e-mail to the address associated with your Account. You agree you will be bound by the terms fourteen (14) days after notice, and your continued use of the service fourteen (14) days after notice shall constitute acceptance of the new terms by you going forward. You expressly agree that this notice protocol is sufficient and adequate for purposes of providing you notice of the revisions to this Agreement. If you refuse to be bound by the new terms, we reserve the right to terminate your Account and access to the Services in accordance with the termination provisions in Section 6. Any updates or changes made to this Agreement will not apply to you to the extent that: (1) the changes concern matters which are the subject of an actual dispute between you and ePat as of the date the changes take effect; and (2) we have actual notice of the dispute as of the date the changes take effect. The changes will not impact transactions that precede the date of the update.
Introduction
The ePat services, devices, websites, and software, including mobile applications (collectively, the “Service” or “ePat”) are provided to you, the merchant (“Merchant”, “you”, or “your”), by ePat by SoftPoint LLC. and its parent and affiliated companies (collectively “we”, “us”, “our”, or “ePat”).

Your use of the Service is subject to and governed by this ePat Merchant Agreement (“Merchant Agreement”) and the terms of any ePat Subscription Order Form (“Order Form”) that you entered into that specifically references this Merchant Agreement (collectively, the “Agreement”). We reserve the right to update and change the terms of this Agreement from time to time in our sole discretion, We will provide you with notice by updating this page and indicating the date of the update, so please check this page frequently for updates and changes. We also may send you notice via e-mail to the address associated with your Account. You agree you will be bound by the terms fourteen (14) days after notice, and your continued use of the service fourteen (14) days after notice shall constitute acceptance of the new terms by you going forward. You expressly agree that this notice protocol is sufficient and adequate for purposes of providing you notice of the revisions to this Agreement. If you refuse to be bound by the new terms, we reserve the right to terminate your Account and access to the Services in accordance with the termination provisions in Section 6. Any updates or changes made to this Agreement will not apply to you to the extent that: (1) the changes concern matters which are the subject of an actual dispute between you and ePat as of the date the changes take effect; and (2) we have actual notice of the dispute as of the date the changes take effect. The changes will not impact transactions that precede the date of the update.
Overview
At ePat, our relationship with you is our most important asset. We want to earn your trust by being transparent about how ePat works. You should read this policy in its entirety.

The Site may be used for obtaining information about, and enrolling and participating in, a rewards program we offer on behalf of participating merchants using payment cards.

We will not disclose your Personal Information to any non-affiliated third party for use in marketing that party’s goods or services without your consent.

We take data security seriously. We take reasonable steps to protect the security of your Personal Information and Business Information. See the section below called “Data Security” for more information on the steps we take to protect your Personal Information and Business Information.

If you have any questions or concerns about this Privacy and Security Policy, contact our privacy team by emailing privacy@SoftPoint.com. You may also contact us by mail at 10 Dorrance Street, Providence, RI 02903.
Scope.
This Privacy and Security Policy describes ePat’s policies and procedures on the collection, use and disclosure of your information, primarily the result of your registering (“opting in”) to loyalty programs we offer on behalf of participating merchants . It does not, however, apply to entities that ePat does not own or control. ePat receives your information through our various APIs, services and third-parties (the “Service”). When using our Service you consent to the collection, transfer, manipulation, storage, disclosure and other uses of your information as described in this Privacy and Security Policy. Irrespective of which country that you reside in or create information from, your information may be used by ePat in the United States or any other country where ePat operates.
Merchant Processing Agreement
This Merchant Processing Agreement (the “Agreement”) is made and entered into by and between you and SoftPoint, LLC., a Rhode Island corporation doing business as ePat (“ePat”). This agreement contains the terms and conditions that govern the use of, and terms and conditions upon which ePat will provide to you various services (collectively the “Service”) through ePat’s website and/or mobile application. These Terms of Service (“Terms“) govern your access to and use of ePat’s website (the “Services“), and any information, text, graphics, or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content“). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms. The term “you” or “User” refers to a user who browses the ePat Website or registers for ePat’s service. The term “we” refers to ePat. This Agreement applies exclusively to your access to and use of ePat’s website, and does not alter any other agreement you may have with us.
Privacy and Your Personal Information
For information about ePat’s data protection practices, please read ePat’s Privacy and Security Policy, which is hereby incorporated into these Terms. This policy explains how ePat treats your personal information when you access and use the Services. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the Services.