Moneris Checkout Plugin License Agreement

The following agreement ("Agreement") is between you and Moneris Solutions Corporation ("Moneris") and governs your use of the payment plugin and any other software made available to you by Moneris for downloading and installing (the "Software"). You must agree to the terms of the Agreement before you use the Software. You agree to the terms of the Agreement by actually receiving, installing, copying, downloading or otherwise using the Software or by clicking "I Agree". If you do not agree to the terms of the Agreement, do not use the Software. You should print or otherwise save a copy of the Agreement for your records. For good and valuable consideration, the sufficiency of which is hereby acknowledged by you and Moneris, the parties agree as follows:

1. If you are obtaining the Software on behalf of a merchant, you represent that you are duly authorized to represent the merchant and enter into the Agreement for yourself and on behalf of the merchant.
2. Moneris reserves the right to update or change the terms of the Agreement from time to time and requires that you review on a regular basis the terms of the Agreement which are made available to you. If Moneris updates or changes the terms of the Agreement, your continued use of the Software thereafter constitutes your acceptance of the revisions. If you do not agree to the changes to the terms of the Agreement then you will immediately discontinue use of the Software.
3. You agree to use the Software solely in connection with the payment processing services that Moneris provides under one or more Moneris merchant processing agreements (as each such agreement may be amended, restated, supplemented or otherwise modified from time to time, each a “Merchant Agreement” and collectively, the “Merchant Agreements”). You agree that any transactions processed using the Software are subject to the terms and conditions of the Merchant Agreements.
4. Moneris grants to you a revocable, non-exclusive, non-transferable, limited license for the Software as provided for download to your device and in accordance with the Agreement (the "License").
5. The Software is licensed and not sold to you by Moneris and you agree to use the Software in accordance with the terms of the Agreement.  Moneris and its licensors reserve all rights not expressly granted to you in the Agreement. You acknowledge and agree that Moneris and/or its licensors own all legal right, title and interest in and to the Software, including without limitation, any copyright, trade-mark, patent and trade secret rights that exist therein. 
6. You agree that you will not copy the Software or disclose or distribute the Software to third parties. You further agree that you will not directly or indirectly rent, lease, lend, sublicense, assign or transfer the Software to a third party.
7. You agree that Moneris has no obligation to provide training, maintenance, or other assistance for the Software.
8. You agree not to remove, alter or destroy any proprietary, trademark or copyright markings of confidentiality placed upon or contained within the Software. You also agree not to, directly or indirectly, modify, translate, reverse engineer, decompile, disassemble the Software or otherwise derive the source code from the Software or any component thereof or create derivative works that are based on, copy or integrate the Software.
9. You acknowledge and agree that Moneris and its licensors may, at any time change, suspend, remove or disable access to the Software (collectively, the "Modifications").  Without limiting any other provision of the Agreement, in no event will Moneris be liable for the removal of or disabling of access to the Software. In the event of any Modifications, you agree to immediately install and use any patches and fixes made available from Moneris. You agree that Moneris may impose limits on the use of the Software, in any case and without notice or liability.
10. You agree to strictly follow any instructions that Moneris provides to you from time to time in connection with use of the Software, including without limitation any instructions contained in the documentation related to the Software.
11. You agree that your rights under this License will terminate automatically without notice from Moneris upon your failure to comply with the Agreement. Upon the termination of this License, you agree to cease all use of the Software and destroy all copies, full or partial of the Software.   
12. You are responsible for any fees imposed by your telecommunications service provider and Internet service provider of any kind.
13. YOU EXPRESSELY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY OF THE SOFTWARE IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACCEPT THE SOFTWARE “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. MONERIS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MONERIS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. MONERIS DOES NOT WARRANT THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE.
14. You agree to indemnify Moneris and its affiliates, licensors, officers, directors, shareholders, employees, agents and advisors from and against any and all liabilities, claims or counter claims, losses, judgments, damages, costs and expenses (including, without limitation, reasonable legal fees) arising out of or relating to: (i) your use (or misuse) of the Software; or (ii) any violation by you of this Agreement. This obligation shall survive the termination or expiration of the Agreement and/or your use of the Software.
15. You agree that Moneris and its affiliates, licensors, officers, directors, shareholders, employees, agents and advisors shall not be liable for any direct, indirect, incidental, consequential, special or punitive damages of any kind (including without limitation, damages for personal injury, loss of revenue, goodwill, sales, or profits, business interruption, loss of business information or any other pecuniary loss) in connection with or arising out of: (i) the use or inability to use any the Software: (ii) any changes made to the Software or any part thereof; (iii) the Agreement; and (iv) any other matter relating to the Software, no matter how caused, even if Moneris has been advised of the possibility of such damages.
16. Should any provision of the Agreement be determined to be invalid or unenforceable under any law, rule or regulation, that determination will not affect the validity or enforceability of any other provision of the Agreement.
17. For greater certainty, this Agreement is in addition to and does not in any way replace the terms and conditions in the Merchant Agreements. This Agreement does not operate as a waiver of any right, power or remedy of Moneris under the Merchant Agreements nor constitute a waiver of any provision of the Merchant Agreements.
18. The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to the principles of conflicts of law or the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded, and shall be treated in all respects as an Ontario contract.  You and Moneris hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario.
19. Moneris may terminate the Agreement at any time.
20. You covenant and agree that the Software will be used exclusively in Canada.
21. You agree that the Software (including related documentation and materials) and any information disclosed by Moneris to you in connection with the Software will be considered and referred to as “Moneris Confidential Information”. Unless otherwise expressly agreed or permitted in writing by Moneris, you agree not to disclose, publish or disseminate any Moneris Confidential Information to anyone. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication or dissemination of Moneris Confidential Information.