VendXONE Software VendTech Technologies, LLC
119 Southern Blvd, Savannah, GA 31405
1. ACCEPTANCE OF TERMS
This End User License Agreement (“Agreement”) governs your use of the VendXONE Products and Services (“Products” or “Services”), provided by VendTech Technologies, LLC (“Company”). By installing, accessing, or using the Products and Services, you (“Operator” or “End User”) agree to be bound by this Agreement. If you do not agree to these terms, you may not use VendXONE Products or Services.
2. DEFINITIONS
· Company: the Licensor and provider of the Software and Services.
· Operator (End User): The company, organization, or entity that has entered into an Equipment and Services Agreement with Company and is licensed to use the Software.
· Software/Services: The VendXONE platform and related applications, embedded in or provided with Company hardware, enabling Operators to manage vending operations, card readers, connectivity, and reporting.
· Equipment and Services Agreement: The separate agreement between Company and Operator covering hardware, connectivity, fees, and service terms.
3. LICENSE GRANT
Company grants Operator a limited, non-exclusive, non-transferable, revocable license to install, access, and use the Software solely in connection with Operator’s vending operations and Company provided hardware and services.
4. LICENSE RESTRICTIONS
Operator shall not:
· Copy, modify, distribute, sublicense, or transfer the Software
· Reverse engineer, decompile, or disassemble the Software except as permitted by law.
· Use the Software for purposes outside the scope of Operator’s vending business.
· Permit unauthorized third parties to access or use the Software.
5. OWNERSHIP & INTELLECTUAL PROPERTY
The Software is licensed, not sold. Company retains all ownership rights, including copyrights, trade secrets, trademarks, patents, and other intellectual property rights. Operator acquires no rights beyond those expressly granted under this Agreement.
6. FEES
Fees applicable to Operator’s use of the Software and Services are governed by the Company Cashless Equipment Payment and Services Agreement. This EULA imposes no additional fees.
7. SOFTWARE UPDATES
Company may provide updates, patches, or enhancements to the Software. Operator agrees that such updates may be installed automatically and are subject to this Agreement.
8. DATA & PRIVACY
· Operator data processed through the Software remains Operator’s property.
· Company may collect system usage data and telemetry for performance monitoring, support, and product improvement.
· Operator is responsible for compliance with applicable data privacy and consumer protection laws in connection with its own customers.
9. THIRD-PARTY PAYMENT PROCESSING
· Payment transactions facilitated through Company hardware are processed by a third-party merchant processor (e.g., Elavon, Inc. or Global Payments, Inc)
· Operator enters into a separate merchant agreement with such processors.
· Company or its affiliates are not the merchant of record and bears no responsibility for settlement, refunds, chargebacks, or disputes related to consumer purchases.
· Notwithstanding the above, Operator has entered into a Cashless Payment Equipment and Services Agreement which authorizes the Company to be its Designated Merchant Services Agent solely for the purpose of establishing, activating, and maintaining payment acceptance capabilities on Customer’s vending equipment.
10. TERM & TERMINATION
· This Agreement remains in effect unless terminated.
· Company may terminate the license immediately if Operator breaches this Agreement or ceases to maintain a valid Equipment and Services Agreement.
· Upon termination, Operator must cease use of the Software and remove it from Company’s and its affiliate’s equipment, if applicable.
11. WARRANTIES & DISCLAIMERS
· Company warrants that it has the right to license the Software.
· EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED “AS-IS” AND “AS AVAILABLE.”
· Company DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by law:
· Company’s total liability under this Agreement shall not exceed the fees paid by Operator under the Equipment and Services Agreement in the twelve (12) months preceding the claim.
· Company shall not be liable for indirect, incidental, special, or consequential damages, including lost profits, business interruption, or data loss.
13. INDEMNIFICATION
Operator agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, employees, and agents against any claims, damages, liabilities, or expenses arising from Operator’s use of the Software, breach of this Agreement, or violation of applicable laws.
14. GOVERNING LAW & DISPUTE RESOLUTION
· This Agreement shall be governed by the laws of the State of Georgia, without regard to conflict of laws principles.
· Any disputes shall be resolved through mediation or binding arbitration under the rules of the American Arbitration Association (AAA), in Savannah, Georgia.
· Operator waives any right to participate in class or consolidated actions.
15. ELECTRONIC DELIVERY OF COMMUNICATIONS
Operator consents to receive notices and communications electronically. Notices will be delivered to the contact information provided in the Equipment and Services Agreement.
16. FORCE MAJEURE
Company shall not be liable for delays or nonperformance due to causes beyond its reasonable control, including natural disasters, government actions, labor disputes, power outages, or failures of third-party providers.
17. ENTIRE AGREEMENT
This Agreement, together with the Equipment and Services Agreement, constitutes the entire agreement between Company, its affiliates and Operator regarding the Software.