This Software License and Services Agreement (“Agreement”) is a binding contract between You (“Customer”) and MicroTelecom Systems LLC, together with its subsidiaries and affiliated entities, including MicroTelecom LLC (collectively, “MICROTELECOM”).
By installing, accessing, or using the Software or Services, Customer agrees to be bound by this Agreement.
For SaaS Deployments, MICROTELECOM processes Personal Data on behalf of Customer in accordance with the MICROTELECOM Data Processing Addendum (“DPA”), available at https://www.microtelecompos.com/dpa.htm.
This Agreement governs Customer’s access to and use of MICROTELECOM’s MTPOS point-of-sale software, SaaS services, on-premises systems, documentation, updates, Professional Services, merchant-services tools, and all related offerings (collectively, the “Software” or the “Services”).
By installing, accessing, or using the Software or Services, Customer agrees to be bound by this Agreement. If Customer does not agree, Customer must not install or use the Software.
This Agreement covers both SaaS Deployments (hosted by MICROTELECOM) and Self-Hosted Deployments (hosted by Customer).
MICROTELECOM grants Customer a limited, non-exclusive, non-transferable subscription license to:
MICROTELECOM grants Customer a limited, non-exclusive license to:
The Software is licensed, not sold. MICROTELECOM retains all intellectual property rights.
Customer may NOT:
Self-Hosted licenses may be transferred once if Customer deletes all copies. SaaS subscriptions are non-transferable without written approval.
Unless explicitly stated in a signed Statement of Work (SOW):
The Software may include third-party or open-source libraries governed by their own licenses.
For SaaS Deployments hosted by MICROTELECOM, service availability may be measured on a monthly basis in accordance with MICROTELECOM’s then-current service level framework. Any stated availability targets are goals only and apply solely for purposes of calculating service credits, if any.
If Customer experiences service unavailability attributable to MICROTELECOM and measured in accordance with Section 4.1, Customer may be eligible to receive service credits applied against future subscription fees, as set forth below or in an applicable Order Form or Service Level Agreement:
Each service credit is calculated as the applicable percentage of the subscription fees actually paid by Customer for the affected SaaS Services for the calendar month in which the unavailability occurred (excluding one-time fees, Professional Services fees, taxes, and pass-through charges).
Service credits are Customer’s sole and exclusive remedy for any service availability issues and may only be applied to future fees. Service credits have no cash value and are not refundable. Service credits do not entitle Customer to any refund, termination right, or damages.
Service availability is calculated as the percentage of total minutes in the applicable calendar month during which the SaaS Services are available for use, excluding periods of unavailability resulting from the exclusions set forth in Section 4.3.
Service availability calculations and service credits do not apply to unavailability resulting from:
For SaaS Deployments hosted by MICROTELECOM, MICROTELECOM provides standard support and maintenance as part of the subscription, consisting of reasonable assistance with use of the Software and correction of reproducible errors. The scope, method, and availability of such support and maintenance may vary by subscription plan and may be modified by MICROTELECOM from time to time. Any specific service levels, response times, or support commitments apply only if expressly set forth in a separate written agreement, such as an Order Form, Subscription Agreement, Service Level Agreement, or Statement of Work.
For Self-Hosted Deployments, support services (if any) are provided only as expressly set forth in a separate written agreement between the parties, such as a maintenance agreement, support addendum, or Statement of Work.
MICROTELECOM has no obligation to provide support, maintenance, updates, or troubleshooting for Self-Hosted Deployments except to the extent explicitly agreed in writing.
SaaS updates are deployed at MICROTELECOM’s discretion as part of the subscription.
For Self-Hosted Deployments, Customer is responsible for ensuring that its environment is prepared for updates, including completion of appropriate user acceptance testing (“UAT”), internal validation, required change approvals, and provision of an approved installation window prior to any deployment to a production environment.
No update, upgrade, patch, or custom modification shall be deployed to Customer’s production environment unless Customer has completed UAT and has expressly approved such deployment.
Installation of updates for Self-Hosted Deployments shall be performed by Customer unless MICROTELECOM is expressly engaged in writing to perform such installation, in which case installation shall be performed subject to Customer’s prior UAT approval, authorization, and scheduling.
Except as expressly stated in this Agreement or in a separate written agreement, MICROTELECOM makes no guarantees regarding response times, resolution times, availability of personnel, support hours, communication channels, or support coverage, and no support obligations shall be implied by course of dealing or usage of trade.
MICROTELECOM processes Personal Data solely for providing Services and per Customer instructions.
MICROTELECOM implements reasonable measures consistent with GDPR Art. 32.
Customer authorizes MICROTELECOM to use Subprocessors (e.g., Azure). A list is available upon request.
MICROTELECOM will reasonably assist with GDPR rights requests.
MICROTELECOM will notify Customer within 48 hours of confirming a Personal Data Breach.
Upon termination, MICROTELECOM will return or delete data within 30 days unless required otherwise by law.
Customer is solely responsible for:
Without limiting the foregoing, MICROTELECOM shall have no responsibility or liability for issues arising from Customer’s hardware specifications, system sizing, capacity planning, virtualization, storage performance, database tuning, or operating system configuration.
Standard Contractual Clauses or lawful mechanisms apply.
For SaaS Deployments in which MICROTELECOM processes Personal Data on behalf of Customer as a Processor, the MICROTELECOM Data Processing Addendum (“DPA”), available at: https://www.microtelecom.com/dpa is incorporated into this Agreement by reference and governs such Processing.
By accessing or using the SaaS Services, Customer agrees to the terms of the DPA.
In the event of a conflict between this Agreement and the DPA regarding the Processing of Personal Data, the DPA shall prevail.
Each party may receive confidential or proprietary information of the other party (“Confidential Information”) in connection with this Agreement. Each party agrees to protect the other party’s Confidential Information using reasonable care and to use such Confidential Information solely for purposes of performing under this Agreement.
Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was lawfully known by the receiving party prior to disclosure, (c) is independently developed without use of the Confidential Information, or (d) is rightfully received from a third party without restriction.
Confidential Information may be disclosed to employees, contractors, professional advisors, and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.
These confidentiality obligations survive termination of this Agreement for five (5) years, except that obligations with respect to trade secrets survive for so long as such information remains a trade secret under applicable law.
Customer is solely responsible for:
Customer is solely responsible for:
MICROTELECOM is not responsible for failures, outages, performance issues, or data loss caused by Customer’s environment or third-party dependencies.
Customer’s responsibilities under this Section 8.2 are in addition to, and do not limit, Customer’s security, compliance, and data protection obligations set forth in Section 6.7.
MICROTELECOM is not responsible for:
Customer assumes full responsibility for all payment processing activities.
MICROTELECOM is not liable for:
The Software is not designed for PHI or HIPAA environments.
MICROTELECOM does not act as a Business Associate.
Use of the Software with PHI is strictly prohibited.
Software is not designed for:
MICROTELECOM disclaims all liability for such use.
MICROTELECOM does not guarantee accuracy of:
Customer must verify accuracy before relying on data for decisions.
MICROTELECOM will defend Customer from U.S. copyright/patent claims arising solely from unmodified Software.
No indemnity for:
Customer will indemnify MICROTELECOM for claims arising from:
Repair, replacement, or refund.
THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, “AS AVAILABLE.”
ALL OTHER WARRANTIES ARE DISCLAIMED, INCLUDING:
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
MICROTELECOM may audit usage annually with 10 days’ notice.
Underpayment >5% requires Customer to pay audit costs.
This Agreement is governed by Delaware law.
Disputes will be resolved by binding arbitration in Delaware under AAA rules.
MICROTELECOM may seek injunctive relief in Delaware courts.
Customer waives any right to bring claims in foreign courts.
Neither party is liable for delays due to events beyond reasonable control.
Customer must comply with all U.S. export control laws and sanctions regulations.
Customer may not assign this Agreement without MICROTELECOM’s written consent.
Notices must be delivered by email or certified mail to the parties’ designated addresses.
This Agreement constitutes the entire agreement.
Invalid provisions will be replaced by enforceable ones.
MICROTELECOM may update this Agreement with 30 days’ notice.
Customer’s continued use constitutes acceptance.
Customer’s installation, access, or continued use of the Software or Services constitutes ongoing acceptance of this Agreement and all updates made pursuant to Section 24.