Terms and Conditions

Terms and Conditions

(Revision July 28, 2014)

Verosa LLC., ("Verosa") offers this website, verosa.com (the "Website") to you, the user, conditioned upon your acceptance of all of the terms, conditions, policies and notices stated on the Website. By using the Website, you signify your assent to these Terms and Conditions and any subsequent modifications. Verosa may revise these Terms and Conditions from time to time by updating this posting, with the new terms taking effect on the date of posting. You should review these Terms and Conditions every time you use this website as they are binding on you. IF YOU DO NOT AGREE TO THE TERMS OF USE SET FORTH HERE, PLEASE DO NOT USE THIS WEBSITE.

1. Personal and Noncommercial Use
   The information provided by Verosa on this website is general in nature and provided for informational purposes only. The Website is for your personal and noncommercial use. As a condition to your continued use of the Website, you warrant to Verosa that you will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions.

2. Restricted to Adults
   You must be at least 18 years of age to use this website. You agree to be solely responsible for (i) maintaining such controls over the use and/or access to this website by minors in your family, or (ii) limiting access to your computer or login to the extent necessary to restrict its use to adults.

3. Disclaimer of Warranties
   Neither Verosa nor its employees, agents, partners, or licensors warrant that the Website or its operation will be accurate, reliable, uninterrupted or error-free. You are responsible for implementing sufficient procedures for accuracy of data input and output, backing up of data and protection from malicious or damaging computer software. If your use of the Website results in the need for servicing or replacing property, material, equipment or data, Verosa is not responsible for those costs. No agent or representative has the authority to create any warranty regarding the Website on behalf of Verosa. Reliance on any information presented on the Website is at your own risk. Verosa reserves the right to change or discontinue any aspect or feature of the Website at any time. You acknowledge that, in connection with the Website, information will be transmitted over local exchange, interexchange and Internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, Internet service providers and others, all of which are beyond the control and jurisdiction of Verosa. Accordingly, Verosa assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Website.

   WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE WEBSITE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, COVERING THE ACCURACY OF THE INFORMATION CONTAINED WITHIN THE WEBSITE. VEROSA MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE WEBSITE CONTENT, SOFTWARE TEXT, GRAPHICS, AND LINKS, OR ABOUT RESULTS TO BE OBTAINED FROM USING THE WEBSITE AND MAKES NO WARRANTIES ON THIS WEBSITE WITH REGARDS TO VEROSA PRODUCTS AND SERVICES.

4. Limitation of Liability
   IN NO EVENT SHALL VEROSA, ITS SUBSIDIARIES AND AFFILIATES OR ANY THIRD PARTIES MENTIONED AT THE WEBSITE BE LIABLE FOR ANY COSTS, DAMAGES AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, HEALTH PROBLEMS, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE CONTENT OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VEROSA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VEROSA SHALL BE LIABLE TO YOU ONLY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $100.00 (ONE HUNDRED DOLLARS). Because some states and countries do not allow the exclusion of limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Remedies under this agreement are exclusive and are limited to those expressly provided for in this agreement.

5. Indemnification
   You agree to defend, indemnify and hold Verosa, its subsidiaries and affiliates, and their officers, directors, employees and agents, licensors and business partners harmless from and against any claims, actions or demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Website in a manner that violates or is alleged to violate these Terms and Conditions. Verosa shall provide you with prompt notice of any such claim, suit or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.

6. Links
   The Website links to other websites operated by third parties. The inclusion of any link to such sites does not imply endorsement by Verosa of the site, but is for your reference and convenience only. Verosa has not reviewed all of the sites linked to the Website and is not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website nor does Verosa recommend or endorse any products, services or procedures that may be mentioned on or represented on sites linked to the Website. Linking to any other off-site pages or other sites is at your own risk and subject to the Terms and Conditions of Use of any hyper-linked site. Unless otherwise prohibited under these Terms and Conditions, you are hereby licensed to create hyperlinks to the content on the Website, provided that the hyperlink accurately describes the content as it appears on the Website. Verosa reserves the right to revoke this license generally, or your right to use specific links, at any time, and may normally break any hyperlink after 14 days. Under no circumstances may you "frame" the Website or any of its content or copy portions of the Website to a server, except as part of an Internet service provider's incidental caching of pages. Each page within verosa.com must be displayed in full (including all trademarks, branding, advertising and promotional materials), without any accompanying frame, border, margin, design, branding, trademark, advertising or promotional materials not originally displayed on the page within the Website.

7. Copyrights
   Verosa retains full copyright ownership, rights and protection in all material contained on the Website (including all software, HTML code and other code, or business methods). Except as otherwise expressly provided in these Terms and Conditions, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, rewrite, create derivative works from, transfer, or sell any material contained on the Website without the prior consent of Verosa. None of the material contained on the Website may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photoreproduction, recordation or otherwise), resold or redistributed without the prior written consent of Verosa.

8. Termination
   You agree that Verosa may terminate your use of the Website if Verosa reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions of Use, or violated the rights of Verosa or any third party, or for any reason with or without notice to you. You agree that Verosa may modify or discontinue the Website, with or without notice to you. You agree that Verosa will not be liable to you or any third party as a result of such modification or discontinuation.

9. Notice
   Verosa may deliver notice to you under these Terms and Conditions by means of electronic mail, a general notice on the Website, or by written communication delivered by first class U.S. mail to your address on record in Verosa account information. You may give notice to Verosa at any time via electronic mail to cs@verosa.com or by letter delivered by first-class postage prepaid U.S. mail or overnight courier to the following address:

   Verosa, LLC.
   9320 NE Vancouver Mall Drive, Suite 103
   Vancouver, WA 98662
   Phone: 888 758 1878
   Fax: 888 758 1878
   Email: cs@verosa.com

Payment Terminal EULA

PAYMENT TERMINAL END USER LICENSE AGREEMENT IMPORTANT - SCROLL THROUGH AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS

1. Grant of License: Verosa hereby grants to You a limited, perpetual, non-exclusive, non-transferable license to Use the Software on the terms and conditions set forth in this End User License Agreement ("Agreement").


2. Introduction: Verosa hereby grants to You a limited, perpetual, non-exclusive, non-transferable license to Use the Software on the terms and conditions set forth in this End User License Agreement ("Agreement").
1. Verosa ("Verosa" and other capitalized terms are defined below) is willing to grant to You a license of the scope described herein to Use the Software (comprised of the Program and the Documentation) only upon the conditions that You or someone acting on Your behalf and at Your direction, such as:
• You or Your Distributor has placed an order with Verosa or one of Its Distributors for either an initial license; and/or an Upgrade (such as for more users, additional modules, etc.); and/or a service plan for future maintenance releases ("Maintenance Software"); and/or for customer support, and Verosa has accepted such order and Enabled Use of the Software; and You have accepted all of the terms and conditions of this Agreement either before or during installation of the Program.
• YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO IT FOR YOU: CLICKING "I AGREE" OR A SIMILAR AFFIRMATION, AS APPLICABLE, THAT APPEARS DURING INSTALLATION OF THE PROGRAM, OR USING THE PROGRAM. YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO IT FOR YOU:


3. Grant of License: Verosa hereby grants to You a limited, perpetual, non-exclusive, non-transferable license to Use the Software on the terms and conditions set forth in this End User License Agreement ("Agreement").
1. “Agreement” means the entirety of the terms and conditions contained within this End User License Agreement.
2. “Owner” means any entity that controls You, that You control or that is under common control with You where "control" means the ownership, directly or indirectly, of equity securities or other ownership interests which represent more than 50% of the voting power of such Owner.
3. “Distributor” means a business; company; organization; group; software reseller provider; distributor; agent; ISO (Independent Sales Organization); merchant service provider; or other third party reseller entity that You have chosen to be Your reseller of record.
4. “Documentation” means the Program specifications that are set forth in the help files of the Program and any release-related notes, guides or manuals Verosa publishes specific to the current version of the Program.
5. “Enabled User” means Verosa's having fulfilled the applicable software delivery process (whether by shipping tangible goods including recorded media containing the Software, enabling downloading of the Software, delivering activation codes for the Software, or otherwise), thereby enabling Use of the Software.
6. “Maintenance Software” means Software that Verosa delivers because You have purchased a subscription to a service plan.
7. “Program” means the computer program, a part of which includes the install routine that when executed causes this Agreement to be displayed.
8. “Verosa” means the Verosa Company that is the owner, developer, distributor and publisher of this Software and any of its parent companies.
9. “Software” means collectively, the Program and the Documentation, and any part thereof.
10. “Subscription” means a license that grants You the right to Use the Verosa Software on a month to month recurring basis which is billed monthly at the monthly rate set forth by Your Distributor or Verosa in order to for You to retain the right to Use license in this Agreement.
11. “Upgrade” means any additions, add-on software modules, updates to the initial software.
12. “Use” means to install and execute the Program, provided that:
• You install the Program only on a computer system that You own or only on a computer system not owned by You if You will be the only party with access to the installed Program; and
• You execute the Program (i) for its intended purpose solely in connection with the management of the business that You and Your Owners conduct, and (ii) solely to the extent of any and all applicable limitations (whether as to specific modules or other parts of the Program, or number of production or backup server computers) set forth in this Agreement; and
• You may make only a reasonable number of backup copies of the Program solely for the purpose of reinstalling the Program, if reinstallation becomes necessary; and
• You may make one copy of the Program for Use in a testing environment solely for testing purposes; and
• You may make and install one copy of the Program at a disaster recovery site for Your Use only for so long as a disaster or other emergency prevents You from Using the Program at Your original installation site.
13. “You” or “Your” means or refers to the company or person that Verosa has registered as the licensee for the Software.
4. Limits of License: The license contained in this Agreement does not include the right to perform, and You agree to refrain from performing, any of the following:
• Except as expressly set forth in section 3-l above, making any copy of the Software, except as an essential step in Your licensed Use thereof;
• Distributing any copy of the Software (whether by renting, leasing, lending, sublicensing, time-sharing, or otherwise), except that, if Verosa consents in writing, which consent will not be unreasonably denied, You may transfer the Software to a purchasing party after the close of a sale of either Your entire business, or all, or substantially all, of the assets of Your business, provided that the purchasing party reads and accepts (in writing to Verosa) the terms and conditions of this Agreement, the purchasing party agrees to other reasonable transfer requirements, and You do not retain a copy of the Software;
• Using the Software for personal, family, household, or other non-business purposes outside the scope of the software; Altering, modifying, translating, decompiling, disassembling or reverse-engineering or emulating the functionality, reverse compile or otherwise reduce to human readable form, or creating any derivative work of the Software as applicable, based upon any part of the Software; Removing or obscuring any copyright or trademark notices from the Software;
• Using the Software in excess of (1) the limitations set forth in this Agreement, and (2) the number and types of users, seats or licenses You purchase, rightfully acquire or set forth by an authorized Distributor of the Software;
• By any means manipulate, decrypt, intercept or interrupt any electronic data, data stream, data response, code or software of Verosa and the Verosa Systems pursuant to the function or transmission of User data or electronic data.
5. Additional Restrictions. The license contained in this Agreement does not include the right to perform, and You agree to refrain from performing, any of the following:
• Any report-writing software contained within the Program may be subject to a restriction such that its use may be limited to accessing only the data that is created by, or used by, the Program;
• You may not Use, export, re-export or otherwise transfer the Software in violation of any domestic or foreign laws or regulations in effect from time to time in the jurisdiction in which You are a resident or in which the Software is Used. You represent and warrant that You are not located in, under the control of, a national or resident of, any restricted country or of any entity or person designated as restricted.
6. Software Ownership: The right to Use license granted in this Agreement contains no ownership rights of any kind, including any Intellectual Property Rights, of the Software or systems the Software is connected to or uses in any form. The Software is and will remain the sole and exclusive property of Verosa and Verosa Companies, whether the Verosa Software is separate or combined with any other Software. The rights under this section will include, but not be limited to all Intellectual Property Rights in the Verosa Software. Verosa "Intellectual Property Rights" means all of the following:
• copyrights, including moral rights, registrations and applications for registration thereof;
• computer Software products, data and documentation;
• patents, patent applications and all related continuations, divisional, reissue, utility models, design patents, applications and registrations thereof, certificates of inventions;
trade secrets and confidential information, ideas, concepts, know-how, technical information, manufacturing, source code process and techniques, designs, prototypes, enhancements, improvements,
• work-in progress, research and development information;
• other proprietary rights relating to the foregoing.


7. U.S. Government Restricted Rights: The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in paragraphs (a) – (d) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, or Section 227.7202 of the DFARS. The Manufacturer is Verosa Software. Verosa's contact information is cs@verosa.com or 888-758-1878.
8. Limited Warranty and Disclaimers:
• Verosa warrants that, during the one hundred and eighty (180) day period (the "Warranty Period") that commences on the date that Verosa Enabled Use of the Software (whether for an initial license, an upgrade or a maintenance release under a service plan), the Program, when properly Used, shall perform substantially in accordance with the Documentation. Verosa does not warrant or represent that Your Use of the Program will be uninterrupted or error-free. If You report to Verosa in writing within the Warranty Period any non-conformity between the Documentation and the Program, and if Verosa is able to replicate and verify that such non-conformity exists, Verosa shall make commercially reasonable efforts to correct such non-conformity and, if successful, shall supply You with such correction at no additional cost to You. If such efforts are unsuccessful and the non-conformity is material: (1) Except for Maintenance Software, You may terminate this Agreement, discontinue Use of, and return all copies You have of the Software, and Verosa will ensure that You receive a refund of the license fee You paid and credit for any license fee You owe for the Software; and (2) For Maintenance Software, You may terminate Your service plan, discontinue Use of, and return all copies You have of the Maintenance Software, and Verosa will ensure that You receive a refund of, or credit for, the service fee You incurred for the purchase of your most recent service plan. The foregoing states Your SOLE AND EXCLUSIVE REMEDY for any breach of this warranty.
• With respect to any media by which You may have received Your installation copy of the Program, Verosa warrants that the media is free from defects in materials and workmanship under normal use for the Warranty Period. YOUR SOLE AND EXCLUSIVE REMEDY under this warranty is limited to replacement of defective media.
• OTHER THAN THE EXPRESS, LIMITED WARRANTIES STATED ABOVE IN THIS SECTION, VEROSA AND ITS SUPPLIERS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES, CONDITIONS OR GUARANTEES (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, AND (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU UNDERSTAND AND AGREE THAT: (1) THE UTILITY OF A BUSINESS MANAGEMENT COMPUTER PROGRAM DECREASES AS TECHNOLOGY EVOLVES AND THE BUSINESS ENVIRONMENT CHANGES, (2) YOU ARE FREE TO DECIDE, AND ARE RESPONSIBLE FOR DECIDING, WHEN TO UPGRADE YOUR SOFTWARE, AND (3) VEROSA DISCLAIMS ANY RESPONSIBILITY TO DELIVER LATER-RELEASED SOFTWARE OR OTHERWISE RENDER ANY CUSTOMER SUPPORT SERVICES EXCEPT AS MAY BE SPECIFIED IN A SEPARATE CUSTOMER MAINTENANCE AND SUPPORT AGREEMENT.
• Other Limitations. Verosa will have no responsibility under these limited warranties for any Software or media that has been modified, lost, stolen or damaged by accident, abuse or misapplication. No employee, agent or representative of Verosa, nor any reseller (including Your Distributor) or any other third party, is authorized to make any warranty with respect to the Software, except those expressly stated in this Agreement, and You may not rely on any such unauthorized warranty. You acknowledge and agree that You have chosen Your Distributor, and that such Distributor is an independent party and not an agent of Verosa.
9. Exclusions of and Limitation of Liability:
• You acknowledge Your understanding that software is inherently complex and may not be free from errors, and that You have been advised to verify the work produced by the Program. Neither Verosa nor its suppliers shall be liable for any special, indirect, incidental, consequential or punitive damages resulting from any defect in the Software or media, even if Verosa has been advised of the possibility of such damages. This means Verosa is not responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss of anticipated profits, lost opportunity cost or loss of use of the Software, nor for damages or costs incurred in connection with obtaining substitute software, claims made against You by others or similar costs. IN NO EVENT SHALL VEROSA'S LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LICENSE FEE ACTUALLY PAID BY YOU TO PURCHASE THE LICENSE FOR THE SOFTWARE. You acknowledge and agree that this Agreement allocates risk between You and Verosa as authorized by applicable law, and that the pricing of Verosa's products reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force and effect.
• You acknowledge that unless You and Verosa agree in writing for Verosa to provide software implementation services to implement the Program at your place of business, You are responsible for engaging a qualified party to provide implementation services for You on terms You negotiate. You also acknowledge that You are responsible for independently investigating the skills and qualifications of such party to ensure that they provide You with the level of skill and service Your business requires. You agree that Verosa shall have no liability whatsoever for any failure associated with such implementation services, even if the party You engage is an authorized or certified Distributor, consultant, or installer of Verosa products.
• You acknowledge Your understanding that Verosa shall have no liability whatsoever for any services from Your Distributor that You have chosen to be Your Distributor of record used in conjunction with the services or software set forth in this agreement.
• You acknowledge Your understanding and responsibility for maintaining Your own computer and computer systems, whether internal or external. Verosa shall not be responsible or liable for assuring that your systems are in proper working order. You are responsible, while the Software is in Use, to insure that Your systems are not compromised by a virus, malware, harmful software, software conflicts, hardware failure or User restrictions which compromise the Software installation or Use of the Software.
• You acknowledge Your understanding and responsibility to maintain strict PCI Compliance at all times while the Software is installed. Verosa will not be held responsible for loss of personal data due to a breach of your systems or personnel connected with the processing or passing of payment data in any way.
10. Jurisdictional Rights: This Agreement gives You specific legal rights, and You may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so some or all of those sections of the Agreement may not apply to You.
11. Term: This Agreement is effective from the date You accept it and continues in effect until terminated. You may terminate this Agreement at any time by contacting Verosa as described in section 18 of this agreement, at which point Your license hereunder will terminate. This Agreement and the license granted herein will terminate automatically and without notice if You fail to comply with any term or condition of this Agreement. You agree upon termination to return the original Software to Verosa and to destroy all other Software copies in Your possession. Any provision in this Agreement which when reasonably read is intended to survive the termination of this Agreement shall survive, including without limitation, the disclaimer of warranties and limitations of liability.
12. Entire Agreement and Severability: This Agreement represents the complete and exclusive understanding between You and Verosa regarding the Software, and supersedes any prior purchase order, confirmation, advertising, representation, or other communication. This Agreement may not be modified except by a written agreement signed by an authorized Verosa representative. If any provision of this Agreement is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of this Agreement, which shall remain valid and enforceable. Any such severed provision shall be replaced with a similar provision, which conforms to applicable law and embodies as closely as possible the original intent of the parties.
13. Dispute Resolution, Waiver of Collective or Class Action, Choice of Law, Statute of Limitations and Language. Any cause of action or claim arising out of or relating to this Agreement or the breach thereof, including without limitation, the validity, enforceability or scope of this Agreement, shall be settled by binding arbitration pursuant to this section 12 and the applicable rules of either J.A.M.S/Endispute or the National Arbitration Forum in effect at the time the claim is filed. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In addition, You agree that any cause of action or claim will be arbitrated individually and that You will not consolidate or seek class treatment for any claims, unless previously agreed to in writing by You and Verosa. This Agreement shall be governed by the laws of (1) Clark County in the State of Washington State if primary Use of the Software occurs in any jurisdiction other than Canada, or (2) the Province of British Columbia if primary Use of the Software occurs in Canada, each without regard to the conflict of laws provisions thereof or to the United Nations 1980 conventions on the International Sale of Goods. Les Parties conviennent et exigeant expressément que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. ANY CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, MUST BE BROUGHT NO MORE THAN ONE (1) YEAR AFTER IT AROSE, OTHERWISE THE CLAIM OR CAUSE OF ACTION SHALL BE BARRED, EXCEPT THAT THE FOREGOING LIMITATION AND THE ARBITRATION PROVISION SHALL NOT APPLY TO THE ENFORCEMENT BY VEROSA OF ANY OF ITS INTELLECTUAL PROPERTY RIGHTS. THIS PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
14. Indemnification:
• If You receive notice of any claim that Your use of any part of the Software infringes any third party's intellectual property right in a patent, copyright, or trade secret, Verosa shall defend, and shall indemnify and hold You harmless by paying any resulting costs and damages finally awarded by a court with respect to any such claim provided that You:
• Notify Verosa in writing promptly upon becoming aware of the claim; and
• At Verosa's request and expense, give Verosa such information and assistance as is reasonable under the circumstances, and
• Give Verosa the right to settle the claim in Verosa's sole discretion and at Verosa's expense.
• This indemnification does not extend to any claim based upon any alleged infringement arising from the combination of the Software with other elements not under Verosa's sole control, or arising from any part of the Software that You or a third-party modify, or that incorporates specifications, designs or formulas that You provide. If You are prevented from Using the Software because of an actual or claimed infringement, then at Verosa's option, Verosa shall promptly either obtain for You the right to continue Using the affected part of the Software, replace or modify the affected part of the Software so that it becomes non-infringing, or if none of the foregoing alternatives are possible after Verosa exercises commercially reasonable efforts, You may terminate this Agreement and any service plan, and Verosa shall ensure that You receive a refund of, or credit for:
• the Subscription fees You incurred for Your Subscription during the time You are prevented from Use of the Software to the date Your Subscription was terminated ; and
• any fees You incurred for the purchase of all upgrades during the time You are prevented from Use of the Software to the date Your Subscription was terminated.
• THIS SECTION 13 SETS OUT VEROSA'S ENTIRE FINANCIAL LIABILITY FOR ANY INTELLECTUAL PROPERTY CLAIMS OR ACTUAL INFRINGEMENTS RELATING TO THE SOFTWARE.
• You agree to indemnify, defend, and hold harmless Verosa against all damages, costs, expenses, liabilities claims and/or judgments incurred by Verosa in connection with or arising out or Your breach or contravention of this Agreement, Your applicable license, or any violation of applicable law or regulation in connection therewith.
15. Audit Rights: With or without prior notice, Verosa may audit Your Use of the Software to ensure that You comply with the terms and conditions of this Agreement. If an audit reveals that You have underpaid fees or owe fees to Verosa, Verosa will invoice You for the underpayment or amount due based on the Verosa price list in effect at the time the audit is completed.
16. Subscription: The Software is only sold on a limited, perpetual, non-exclusive, non-transferable, monthly subscription fee, right to Use license to You. The Software cannot be purchased, obtained, given or otherwise released to anyone outside of a monthly Subscription fee to either Verosa or Your Distributor.
17. Payments: You solely are responsible for the payment of the monthly Subscription fee to either Your Distributor or Verosa directly for the continued Use of the Software. Non-payment may result in the deactivation of Your Software account and/or the cancelation of this license and right to Use the Software. Subscription payments can be made by means of:
• Distributor Billing: If your Subscription license is part of your merchant account package from your Distributor, Verosa will bill that Distributor of your services for the monthly Subscription fee for the Software license as long as that relationship between you and that Distributor exists. If at any time that relationship is severed or becomes inactive for whatever reason or your Distributor cancels Your Subscription, Your Subscription license and right to Use the Software will either:
• be canceled, deactivated and the Software will no longer function; or
• convert to a direct Use billing Subscription license with Verosa, if You wish to continue Use of the Software and You contact Verosa directly.
• Direct Use Billing License. You agree that, so long as Your Subscription or Product License is active, Verosa may, on a monthly basis, automatically bill the same credit card or bank account (by means of an EFT immediate funds transfer) You provide to Verosa. You are responsible for any labor or costs associated in the collection of payments which cannot be collected with the information you have provided to Verosa. If you have a Direct Merchant Billing license the following fees may apply at the sole discretion of Verosa;
• Foreign Billing: If Verosa is required to bill the merchant directly either in a non U.S. Dollar or to a foreign country, applicable fees related to processing that payment will apply.
• User Direct Merchant Billing Fee: If Verosa is billing the merchant directly for Verosa Products, Services or Subscription(s), the following Handling Fee will be applied;
• 10% of billing for each ACH/EFT billing transaction
• 10% of billing for each credit card billing transaction
• Returned or Rejected Payments: Where a Direct Billing payment is rejected, the following fees will apply per incident;
• Credit Card Decline = $ 1.00
• ACH NSF/Return = $ 5.00
• Chargeback/Unauthorized Returns = $ 35.00
• Collections = $ 35.00
18. Cancelation of Services: You, as the Subscription or Product licensee, are solely responsible to notify Verosa of any cancelation of services or subscriptions. The Merchant Account Provider may inform Verosa with a notice of cancelation and Verosa may recognize this notice as if it came from You, the Licensee. However, if the Merchant Account Provider fails to notify Verosa with a notice to cancel Your subscription for products or services, You are still responsible for the Subscription fees until a notice of cancelation is provided to Verosa. You may forward a notice of cancelation to cs@verosa.com or call us at 888-758-1878. The notice must contain:
• Merchant Name(s) used for the merchant account, Software or Services
• Contact Information: first and last name, address, phone and email address
• List of products or services You are wishing to cancel
• Name for Distributor
Cancelation of Products or Services will commence on the date and time when the cancelation notice was received by Verosa.
19. Automatic Updates: The software and Services may contain automatic and manual update technology, features used to provide Maintenance Software such as bug fixes, patches, enhanced functions, missing plug-ins, and new versions. This feature cannot be disabled. This feature will: (1) connect to Verosa or service provider systems over the internet, (2) use Internet protocols to recover standard computer information in order to determine whether Maintenance Software is required, and (3) automatically download and install, or prompt You to download and/or install, current Maintenance Software. By installing the Software, You consent to the transmission of standard computer information and the automatic downloading and installation of Maintenance Software. You agree to receive and all electronic notices and communications electronically, including the revision of the agreement and other terms and conditionals in connection with Your applicable license.

Unless you opt-out of such notice, You hereby give Verosa permission to send You information regarding; Update notices, processing notices and warnings, and Verosa products or services by various delivery methods, including via facsimile, email, phone, instant messaging services, through the software or other digital means.