Software License Agreement
i3 Verticals, LLC
Monetra® Binary Code License agreement
1. License to Use.
i3 Verticals, LLC ("Monetra Technologies") grants you (any one individual or company) a non-exclusive and non-transferable license for the internal use of the Monetra® Binary software and documentation and any error corrections provided by Monetra Technologies (collectively "Software"), under the following conditions.
- Software may be installed to no more than (1) one production server per license.
- No more than one instance of Monetra® may be running per production server license.
- Transaction throughput and other restrictions apply.
The functional parameters currently licensed include, but are not limited to…
- The number of annual transactions per system [throughput].
- The number of MerchantID/TerminalID's per system.
- Remote IP/SSL connectivity requirements.
- SQL database requirements.
- Processing Institution requirements.
- Protocol Type requirements (Credit/Gift etc).
- Protocol Transport requirements.
- Per Host OS type.
- Application Extension requirements.
- Hardware Security Modules.
Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Monetra Technologies. Except as specifically authorized in any Supplemental License Terms all items listed below apply.
- You may not make copies of Software, other than a single copy of Software for archival purposes. This archive must be maintained on removable data and stored off of active computer systems.
- You may not redistribute the Monetra™ Enterprise package or associated materials in ANY format, this is STRICTLY PROHIBITED.
- You may not modify, decompile, or reverse engineer Software.
- No right, title or interest in or to any trademark, service mark, logo or trade name of Monetra Technologies is granted under this agreement.
3. Limited Warranty.
Monetra Technologies warrants to you that for a period of thirty (30) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Monetra Technologies' entire liability under this limited warranty will be at Monetra Technologies' option to replace Software media or refund the fee paid for Software (if any).
4. DISCLAIMER OF WARRANTY.
UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
5. LIMITATION OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MONETRA TECHNOLOGIES BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF MONETRA TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Monetra Technologies' liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.
6. Software Components Notice.
The Software is distributed with free software components ('Free Software Components') which are ONLY subject to the license agreements attributable to such Free Software Components. ONLY THOSE TERMS AND CONDITIONS SPECIFIED FOR EACH SPECIFIC FREE SOFTWARE COMPONENT SHALL BE APPLICABLE TO SUCH COMPONENT. Each Free Software Component is the copyright of its respective copyright owner as indicated in the applicable license, copying, read me and/or help files for such Free Software Components. Monetra Technologies makes no representations or warranties with regard to Free Software Components.
This agreement is effective until terminated. You may terminate this agreement at any time by destroying all copies of Software. This agreement will terminate immediately without notice from Monetra Technologies if you fail to comply with any provision of this agreement. Upon Termination, you must destroy all copies of Software.
8. Export Regulations.
All Software and technical data delivered under this agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, reexport, or import as may be required after delivery to you.
9. U.S. Government Restricted Rights.
If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this agreement; this is in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions).
10. Governing Law.
Any action related to this agreement will be governed by Florida law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
If any provision of this agreement is held to be unenforceable, this agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this agreement will immediately terminate.
This agreement is the entire agreement between you and Monetra Technologies relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this agreement. No modification of this agreement will be binding, unless in writing and signed by an authorized representative of each party.
For inquiries, please contact:
i3 Verticals, LLC PO Box 357548 Gainesville, FL 32635