End-User License Agreement – Abacus Group Payment Processing Portal

Important: Read carefully before using or accessing the application, the website located at www.abacusgroup.ca, or any software content, data, information, services, products or other items provided by or in connection with the Abacus Payments Portal, in any manner.

This End User License Agreement (“EULA” or “Agreement”) constitutes a legal agreement between the you (“End User” or “you”) and Abacus Group (“Abacus Group”, or “we” or “us”).

This EULA governs your acquisition and use of our Abacus Payments Portal software (“Software”) directly from Abacus Group or indirectly through an Abacus Group authorized reseller or distributor (a “Reseller”).

Please read this EULA carefully before completing the using the Software. It provides a license to use the Software and contains warranty information and liability disclaimers.

If you choose to process your outstanding invoice with our Abacus Payments Portal software, this EULA will apply. By clicking “Proceed with Payment”, you hereby confirm that you have read, understood and accepted the terms and conditions of this EULA.

If you are entering into this Agreement on behalf of a company, group of companies, joint venture, partnership or other legal entity (collectively referred to as, the “entity”), you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA, do not install or use the Software, and you must not accept this EULA.

This EULA shall apply only to the Software supplied by Abacus Group herewith regardless of whether other software is referred to or described herein. The terms also apply to any Abacus Group updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.

License Grant

Abacus Group hereby grants you a personal, non-transferable, non-exclusive licence to use the Software on your devices in accordance with the terms of this EULA.  You are permitted to load the Software (for example a computer, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the Software.

You are not permitted to:

• edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things;
• reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose;
• allow any third party to use the Software on behalf of or for the benefit of any third party;
• use the Software in any way which breaches any applicable local, national or international law; or
• use the Software for any purpose that Abacus Group considers is a breach of this EULA.

Intellectual Property and Ownership

Abacus Group shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Abacus Group. We reserve the right to grant licences to use the Software to third parties.

Termination

This EULA is effective from the date you first use the Software, and is effective unless terminated by written notice to  and shall continue until terminated. You may terminate it at any time upon written notice to Abacus Group.  You may e-mail your request for termination to info@abacusgroup.ca.

The EULA It will also terminate immediately if you fail to comply with any terms and conditions of this  of this EULA aAgreement. Upon such termination, the licenses granted by this EULA agreement will iwill immediately terminate expire, and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.of this Agreement.

Governing Law

This EULA agreement, and any dispute arising out of or in connection with this EULA, shall be governed by and construed in accordance with the laws of the Province of Ontario.