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, subscriptions, data, lists, passwords, documentation, this EULA and all other material supplied by Treasury Software Corp. to you.
The SOFTWARE is licensed, not sold.
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 the number of computers as to which you are licensed.
Our Desktop platform is designed for one user only, with all data stored locally.
Our SQL Express and SQL Server platforms are designed for multi-user access with remote storage capability. Our SQL Express and SQL Server platforms are licensed to each have one Server in production at a time. Testing, disaster recovery and other non-production servers are allowed under this license. Additional production servers require additional licenses. Users at separate locations under separate user administration require additional licenses.
All 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. 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.
C. 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.
D. Traditional license (a.k.a. one-time payment) - Refers to clients who make a single payment for their license fees.
E. Subscription licenses - Differ from 'D. Traditional license' holders in that:
i. Subscriptions require a US based credit card (or other approved method) for our recurring billing service.
ii. Subscriptions start on your order date, are on a month to month basis, and may be canceled at any time. Note: To ensure that you are not billed for another month of service, you must cancel your subscription before your next billing cycle begins. No prorated refunds are offered for subscriptions canceled mid-cycle.
iii. Termination of the subscription license terminates all rights to use the software.
iv. Treasury Software reserves the right to not transact with any subscriber or their related party, who has had a license terminated due to lack of payment.
Treasury Software also reserves the right to not transact with any subscriber or their related party, who had licensed and cancelled, or had their license canceled, for any reason. At Treasury Software's discretion, the sole remedy for the prospective client will be to obtain an annual or perpetual license.
The receipt of a temporary license from the Treasury Software automated licensing system does not alter Treasury Software's rights.
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. You are entitled to full support services if you are on an active subscription or if you have a current support contract. Full support services include all methods of support currently available including an online knowledgebase. Support will be provided for one 30 day free trial period per customer (including related parties). Customers without an active subscription or a current support contract cannot be guaranteed support.
Successful resolution of support issues may require the current version of software. If you do not have an active subscription or a current support contract, you may need to install and license the current version of Software to resolve the issue.
Successful resolution of support issues may require screen sharing.
Treasury Software cannot guarantee that the Software will be compatible with every computer, Microsoft Windows Updates, other third-party software, other third-party sites and every bank server. If the Software is no longer usable for its' intended function, see your exclusive remedies in the Exclusive Remedy clause.
Please remember that it is your responsibility to backup the Software's data and configuration, using either the Software's built-in backup functionality or other third-party process.
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.
Treasury Software owns the following trademarks used herein: ACH Universal, ACH-2-Excel, ACH-Merge, ACH-Edit, BAI-2-Excel, Bank Rec, CTX-2-Excel, Stay-In-Balance and Bank Positive Pay.
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.
YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREASURY SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. TREASURY SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
NO TREASURY SOFTWARE CORP. AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY.
Access to other third-party sites, including, but not limited to QuickBooks Online and the Federal Reserve Bank (ABA numbers), are subject to the availability of those sites and cannot be guaranteed by Treasury Software.
Your exclusive remedy 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 will use reasonable commercial efforts to supply you with an updated replacement copy of the Software, or will refund to you your purchase price for the Software (prior twelve months for subscriptions), at its discretion.
Treasury Software shall have no responsibility if the Software has been altered in any way or if the failure arises out of use of the Software with other than a recommended hardware configuration, including, but not limited to use on unsupported (retired) Microsoft Windows Operating Systems. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TREASURY SOFTWARE AND ITS AFFILIATES FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE (IN THE CASE OR SUBSCRIPTIONS, DURING THE TWELVE MONTHS PRIOR TO SUCH CLAIM).
SUBJECT TO APPLICABLE LAW, TREASURY SOFTWARE AND ITS AFFILIATES ARE NOT LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH THE DOWNLOAD, INSTALLATION, USE OR MISUSE, UNINSTALLATION OR RELIANCE OF THE SOFTWARE: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF BUSINESS INFORMATION, REPLACEMENT COST OR ANY OTHER PECUNIARY LOSS); (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TREASURY SOFTWARE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF TREASURY SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF TREASURY SOFTWARE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
You agree to indemnify and hold Treasury Software and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising in connection with this Software or breach of this Agreement.
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.
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 affect 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.
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.