ACH File Software - Including CTX, PPD & CCD and EFT

Treasury Software Corp.

End-User License Agreement (“EULA”)
THIS AGREEMENT IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO SO, DO NOT COMPLETE THE INSTALLATION PROCESS. PROMPTLY RETURN THE ENTIRE PACKAGE TO THE PLACE WHERE YOU OBTAINED IT, FOR A FULL REFUND.

THE LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH BELOW ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN TREASURY SOFTWARE CORP. AND YOU. Treasury Software Corp. would not be able to provide the Software on an economic basis without such limitations.

The term SOFTWARE includes all software, passwords, user-identification keys, help, documentation, this EULA and all other material supplied by Treasury Software Corp. to you.
The SOFTWARE is licensed, not sold.

1. GRANT OF LICENSE. This EULA grants to you a non-exclusive license to use the SOFTWARE on the terms set forth.
A. Installation and use – Workstation License. You may install the SOFTWARE on one computer. Our Desktop/Workstation version is designed for one user only, with all data stored locally. Our SQL Server, Citrix and MSDE/SQL Express versions may be installed on multiple computers – based upon the number of Workstation Licenses acquired. Installations require an authentication process with Treasury Software. SOFTWARE is expressly prohibited from being installed on a web server (or accessed by one), or from any computer which is accessed by non-employees via the Internet.
B. Bank Account Licenses. This license grants the user(s) to use the SOFTWARE with five bank accounts.
If you have acquired this EULA as part of a multi-license pack, the number of bank accounts you may use the SOFTWARE with is specified in the multi-license pack.
C. License Independence. The number of Workstation Licenses (1.A.) is independent to the number of Bank Account Licenses (1.B.) which you are granted the right to use the SOFTWARE with. No additional Bank Account License rights are created by additional installations of the SOFTWARE.
D. Back-up License – If you are using the Desktop/Workstation version with one Workstation License, you may request an additional Workstation License for back-up/non-production use.
E. Command Line Interface Licenses. License is granted for the non-concurrent automation of back-office systems. PROHIBITED uses include: concurrent use, Internet sites and end-user initiated configurations.
F. Reissue of Licenses – Treasury Software will reissue licenses for clients covered by a support contract free of charge. Licenses will not be reissued, modified or added to for clients not on a support contract.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
A. Limitations on Reverse Engineering, Decompilation, Modification, Disassembly and Derivative Works. You may not reverse engineer, decompile, modify, disassemble, translate or otherwise reduce the SOFTWARE to a human-perceivable form. You may not create derivative works based on the SOFTWARE, either in whole or in part.
B. Rental. You may not rent, lease, resell, sublicense, lend, or enable use on/from the Internet (for non-employees).
C. Software Transfer. You may permanently transfer all of your rights under this EULA, provided you (a) retain no copies, (b) transfer all of the SOFTWARE (with the exception of user-identification keys and password), (c) the recipient agrees to abide by all of the terms of this EULA, and (d) notify Treasury Software Corp. of the transfer. Treasury Software Corp. will then issue user-identification keys and passwords to the new user. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE and all of your rights therein, if any.
D. Copying. You may not copy or redistribute the software except as specifically provided by this agreement.
E. Upgrades. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier end-user license and that you will not continue to use the earlier version of the Software nor transfer it to another.
F. Export. You may not export the Software into any country prohibited by the United States Export Administration Act.
G. Support. An on-line Internet Knowledgebase support is available for all licensees. Phone, email and other technical and customer support is available for licensees with a valid support contract. Software replacement and license replacement require a valid support contract.

3. COPYRIGHT, TRADEMARKS AND PROPRIETARY NOTICES. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by Treasury Software Corp. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Treasury Software Corp. You may not remove any proprietary notices, labels or marks on the SOFTWARE.

4. LIMITED WARRANTIES
A. Treasury Software Corp. warrants that, for a period of ninety (90) days from the date of delivery when used with a recommended hardware configuration and supported (not retired) Microsoft Windows Operating System, the Software will perform in substantial conformance with the documentation supplied with the Software. EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, TREASURY SOFTWARE CORP. DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
NO TREASURY SOFTWARE CORP. AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY.
B. (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.

5. EXCLUSIVE REMEDY
Your exclusive remedy under Section 4 is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem during the warranty period. Treasury Software Corp. will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation or refund to you your purchase price for the Software, at its option. Treasury Software Corp. shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

6. LIMITATIONS OF DAMAGES
A. TREASURY SOFTWARE CORP. SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERUPTION OR THE LIKE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, EVEN IF TREASURY SOFTWARE CORP. OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
B. IN ANY CASE, TREASURY SOFTWARE CORP.'S ENTIRE LIABILITY TO YOU UNDER ANY PROVISION IN THIS EULA WILL BE LIMITED TO THE GREATER OF FIFTEEN UNITED STATES DOLLARS ($15 U.S.) OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
C. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
D. To the extent provided by applicable law, the foregoing limitations of damages do not apply to damages for personal injury to you, if any.

7.(USA only) Government End Users RESTRICTED RIGHTS LEGEND
This software is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: Treasury Software Corp./3420 Pump Road, #109/Richmond, VA 23233.

8. TERMINATION
Without prejudice to any other rights, this EULA shall terminate automatically if you fail to comply with the limitations described in this EULA. No notice shall be required from Treasury Software Corp. to effect such termination. You may also terminate this EULA at any time by notifying Treasury Software Corp. in writing of the termination. Upon any termination of this EULA, you must uninstall and destroy all copies of the SOFTWARE.

9. GENERAL
This Agreement shall be governed by the laws of the Commonwealth of Virginia, USA. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. All questions concerning this Agreement shall be directed to:
Attention: Chief Executive Officer/Treasury Software Corp./3420 Pump Road, #109/Richmond, VA 23233.