Elo PayPoint Software Development Kit

Interested in becoming an Elo PayPoint App developer? You’re one quick step away from access to our software development kit (SDK) for Elo PayPoint hardware. Simply follow the instructions to register, provide your contact information and you’re all set. Thanks for your interest in Elo PayPoint – the future of Point of Sale!

NOTE: You must read and accept the Elo Touch Solutions End-User License Agreement before you are allowed to request for a SDK Tool Kit File via download.


ELO PAYPOINT SDK LICENSE AGREEMENT

(Software Development Kit)

BY DOWNLOADING AND/OR USING THE SOFTWARE AND DOCUMENTATION YOU AGREE THAT THE USE OF SOFTWARE AND DOCUMENTATION IS SUBJECT TO THE TERMS AND CONDITIONS THAT FOLLOW. IF YOU AGREE TO THESE TERMS, PLEASE CHOOSE THE “I ACCEPT” OPTION LOCATED ADJACENT TO THE SCREEN WHERE THIS AGREEMENT IS DISPLAYED. IF YOU DO NOT AGREE TO THESE LICENSE TERMS, PLEASE CHOOSE THE “I DO NOT ACCEPT” OPTION AND DO NOT DOWNLOAD ANY SOFTWARE FROM THIS SITE OR OTHERWISE USE THE SOFTWARE. IF YOU ARE DOWNLOADING THIS SOFTWARE ON BEHALF OF A COMPANY YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY.

This Elo PayPoint SDK License Agreement ("Agreement") is a legal agreement between you (“You”) and Elo Touch Solutions, Inc. (hereinafter referred to as "Elo"), for the Elo PayPoint proprietary Software Development Kit (“SDK”) for development of software to operate the Elo PayPoint point of sale (“POS”) hardware (“Elo PayPoint”). The SDK includes the accompanying computer software (“Elo Software”), printed materials and any "online" or electronic documentation ("Elo Documentation") available from Elo. The Elo Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. The Elo Software is licensed, not sold.

1. GRANT OF LICENSE: You are hereby granted a limited copyright license, under Elo’s copyrights in the Elo Software and Elo Documentation, to; (a) use, copy and modify the Elo Software to develop Your POS software application which may include the Elo Software (“Developed Software”); (b) use and copy the Elo Documentation in connection with your development of the Developed Software; (c) create a compiled version of the Developed Software (“Distributed Software”) for distribution to customers who have purchased an Elo PayPoint system; and (d) copy and distribute the Distributed Software subject to the terms of this Agreement. The Developed Software shall be licensed under Your standard form of license agreement. The terms and conditions of such license agreement must protect Elo’s rights and limit Elo’s liability to at least the same extent as provided in this Agreement. In no event shall You bring any action or claim against Elo alleging that the Elo Software or Elo Documentation infringe any of your intellectual property rights. In no event shall You use the Elo Software to develop any software or hardware products that will either; (1) compete with any Elo products, or (2) be used with any third-party products competitive with an Elo product. The Elo Software, including without limitation any portion or derivative thereof, may not be used, copied, decompiled, disassembled, reverse engineered or sublicensed to perform POS functions with any POS products other than Elo PayPoint or any other Elo hardware products purchased from Elo or any of its channel partners. No other rights or licenses are granted by this agreement, under any intellectual property rights of Elo, express or implied, other than the license rights expressly granted hereunder. In the event you make any modifications to the Elo Software you hereby grant to Elo, under any of Your intellectual property rights in such modifications, a worldwide, nonexclusive, royalty-free, fully paid up right and license, to make, have made, use, sell, distribute, import publicly perform, publicly display, modify, rebrand, and distribute and otherwise exploit any products. Notwithstanding the foregoing, Customer shall retain ownership of any such modifications created by Customer or on its behalf.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS: You may not distribute any source code of the Elo Software or any source code of the Developed Software derived from the Elo Software. You may not rent, lease, or sublicense the Elo Software. You may not disclose the Elo Documentation to any third party. Without prejudice to any other rights, Elo may terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement. In such event, you must destroy all copies of the Elo Software, Elo Documentation and all of its component parts. All rights not expressly granted hereunder are expressly reserved by Elo or its licensors. You acknowledge and agree that the Elo Software and Elo Documentation contain confidential and proprietary information of Elo. You agree that: (i) You will hold the Elo Software and Elo Documentation in confidence using the same standard of care that You use to safeguard your own proprietary materials from unauthorized access, use, disclosure or dissemination, and (ii) You will only permit employees with a need to know access to the Elo Software, and (iii) You will ensure that any source code included with the Elo Software is protected with at least the same degree of care as your source code, and (iv) You will advise Elo of any unauthorized access to or dissemination of the Elo Software. You acknowledge and agree that any unauthorized disclosure or use of the Elo Software may cause irreparable harm to Elo for which recovery of money damages would be inadequate, and Elo shall therefore be entitled to obtain injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law.

3. COPYRIGHT: All title and copyrights in and to the Elo Software (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Elo Software), and Elo Documentation are owned by Elo, or its licensors. You may make one copy of the Elo Software and Elo Documentation solely for backup or archival purposes. You may not remove any copyright or other legends on the Elo Software or Elo Documentation.

4. U.S. GOVERNMENT RESTRICTED RIGHTS: The Elo Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Elo Software clause at DFARS 252.227-7013 or subparagraphs (c )(1) and (2) of the Commercial Computer Elo Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Elo Touch Solutions, Inc. 1033 McCarthy Blvd. Milpitas, CA 95035.

5. CONSENT TO USE OF DATA: You agree that Elo and its affiliates may collect and use technical information You provide in relation to support services related to the Elo Software. Elo agrees not to use this information in a form that personally identifies You except to the extent necessary to provide such services.

6. WARRANTY DISCLAIMER: THIS SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. FURTHER, ELO DOES NOT GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR CURRENTNESS. IF THE INCLUDED SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS ARE INSTALLED OR USED BY YOU, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND ANY FURTHER PROGRAMS OR WRITTEN MATERIALS DEVELOPED UTILIZING THESE MATERIALS IS ASSUMED BY YOU. EXCEPT AS PROVIDED ABOVE, ELO DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WARRANTIES, WITH RESPECT TO THE SOFTWARE OR WRITTEN MATERIALS. IN NO EVENT SHALL ELO BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ELO IS ADVISED OF THE LIKELIHOOD OF SAME. THE MAXIMUM LIABILITY OF ELO FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE SHALL NOT EXCEED $50.

7. EXCLUDED SOFTWARE AND FREEWARE: You should note that Elo Software that is subject to this Agreement excludes any software portions thereof that may be subject to an Excluded License ("Excluded License"). Excluded License means any license that requires, as a condition of use, modification or distribution of software subject to such license, that such software or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge); and any such excluded software portions subject to an Excluded License are and remain governed by the terms and conditions of the applicable Excluded License. In addition, all or any portion of the Elo Software which constitutes non-proprietary Elo software or software provided under public license by third parties ("Freeware"), is licensed to You subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by You shall be governed entirely by the terms and conditions of such license.

8. INDEMNIFICATION: You agree to defend, indemnify and hold Elo harmless from and against any claim by a third party based on the development, manufacture, sale, distribution or use of the Developed Software or Distributed Software.

9. GENERAL: The terms of this Agreement shall take precedence over any inconsistent or conflicting terms referenced or attached to purchase orders, order acknowledgments or invoices transmitted between the parties. All Elo products are purchased under the Elo Terms of Sale posted at www.elotouch.com. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding conflict of law rules and principles. This Agreement is prepared, executed and will be interpreted in English only. Any dispute arising out of or connected with this Agreement, including a dispute as to the validity or existence thereof and/or this Section 6, shall be subject to the sole and exclusive jurisdiction of the California courts, or if the You are headquartered outside the U.S. resolved by (i) arbitration in Hong Kong pursuant to the Hong Kong International Arbitration Centre (“HKIAC”) Administered Arbitration Rules (“Rules”) in force when the Notice of Arbitration is received by the HKIAC, if the Company is headquartered in Asia; or (ii) administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules in New York, New York if the Company is headquartered elsewhere, and in any event conducted in the English language by three arbitrators, save that the parties agree to waive any right of appeal against the arbitration award. Nothing contained in this Section shall preclude Elo from seeking or obtaining preliminary injunctive relief pending resolution of the dispute in issue. You agree that any actual or threatened breach of this Agreement may constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief may be an appropriate remedy for such breach. Therefore, in the event of any breach of this Agreement, the non-breaching party may seek immediate injunctive relief. Any failure to enforce any provision of this Agreement shall not constitute a waiver of any other provision. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Elo which will not be unreasonably withheld. If any provision is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may not be amended, nor any obligation waived, except by a written amendment signed by both parties hereto. All notices under this Agreement shall be in writing and delivered to the headquarters of each party with attention to the General Counsel. The Parties hereto accept and agree to the execution of the Agreement electronically, including via clickthru, and/or in counterparts, each of which shall be deemed an original.