End User License Agreement
Dated January 29, 2024
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE AND/OR SERVICES. BY CHECKING THE ACCEPTANCE BOX AND/OR INSTALLING THE SOFTWARE AND/OR ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE, ANY PART OF THE SOFTWARE AND/OR SERVICES IN ANY MANNER. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ITS TERMS AND CONDITIONS AND THAT YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT INCLUDING ANY ADDITIONAL RULES, AND POLICIES (INCLUDING PRIVACY POLICIES) REFERENCED ON THE BRAVOSTORESYSTEMS.COM WEBSITE (AND HEREBY INCORPORATED BY REFERENCE). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SOFTWARE AND/OR SERVICES.
This Agreement applies to all users of the Software and/or Services, including without limitation, users who are vendors, customers, merchants, and contributors of content, information and other materials or services.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, BRAVO RESERVES THE RIGHT TO ALTER THIS AGREEMENT OR OTHER RULES OR POLICIES RELATING TO THE SOFTWARE, AND/OR SERVICES AT ANY TIME. For any material changes to this Agreement, Bravo will notify You by email and/or such other places as Bravo deems appropriate. What constitutes a “material change” will be determined at Bravo’s sole discretion, in good faith, and using common sense and reasonable judgment. The most current version of this Agreement, which supersedes all previous versions, can be reviewed by clicking here.
As used in this Agreement, the following capitalized terms shall have the following defined meanings.
- “Software” or “Licensed Software” shall mean the point-of-sale computer software package and related documentation known as PawnMaster and any related ancillary products sold in connection with PawnMaster.
- “Service” or “Services” shall mean, depending on the surrounding context, the services provided to You through the Licensed Software.
- “Purchase Agreement” shall mean the Purchase Agreement and Customer Care Agreement furnished to You by Data Age Business Systems, Inc. or the Bravo Proposal furnished to You by Bravo, as applicable, in connection with Your initial purchase of the Licensed Software.
- “Data Age PawnMaster EULA” shall mean the End User License Agreement terms and conditions set forth in the Data Age Master Terms & Condition document expressly incorporated into the Purchase Agreement furnished to You by Data Age Business Systems, Inc., if applicable.
- “Competitor” means any business that uses or markets a software application or service which competes with the Software and/or Service or which otherwise sells, offers for sale, markets, or promotes any point-of-sale platforms that serve any of the industries served by Bravo, the Software and/or Service, including (without limitation) the pawn industry, the firearms industry, and the pre-owned/used merchandise industry.
- “Customer Data” means any information about Your individual customers inputted by You in the course of using the Software and/or Services; and any information about Your individual customers inputted by Your customers in the course of the use of Software and/or Services.
- “Inventory Data” means information about Your inventory of personal property goods inputted by You in the course of using Bravo’s Software and/or Services.
- “Website Data” means any information about any customers acquired through pawnmaster.com and/or bravostoresystems.com, if applicable.
- “Transaction Data” means transactional information about each of Your transactions inputted by You in the course of using the Software and/or Services.
- “User Documentation” means any printed materials accompanying the Software and/or any “online” or electronic documentation for the Software and/or the Services.
- Software License Grant.
Subject to the terms and conditions of this Agreement, Bravo hereby grants to You, and You hereby accept, a non-transferable, non-exclusive, limited license, without right of sublicense, to access and use the Licensed Software (the “License”). As part of this Agreement, Bravo agrees to provide the Software and related Services to You and You accept and agree to use the Software and related Services at all times under the terms of this Agreement as well as in accordance with the User Documentation. No rights or licenses to the Licensed Software, the Services, the User Documentation, Customer Data, Transaction Data, Inventory Data, and/or Website Data other than those expressly granted in this Agreement are granted, whether expressly, by implication or estoppel or otherwise. All rights in the Licensed Software and related Services not expressly granted hereunder are reserved to Bravo.
The License granted to You by this Agreement is a license to install, access and use the Software on such on a single computer workstation. If You purchased multiple registered licenses to the Software for installation on multiple computer workstations, then the total number of computer workstations licensed for Your use of the Software will be as provided for in Your Purchase Agreement and future invoices. The Licensed Software must be used on a PC, tablet, or mobile device that meets the Licensed Software’s minimum configuration and technical requirements, including minimum security protocol requirements. You are responsible for installing the Licensed Software on a computer, tablet, or mobile device that meets the specifications set by Bravo and running a validly licensed copy of the operating system and other software products for which the Licensed Software was designed.
- Specific Terms, Conditions, and Restrictions for PawnMaster Software
(a) Restrictions. The PawnMaster Software is for the display and retrieval of the Service on an authorized PC workstation. Unless You have purchased additional licenses, You may only use the Software on one single computer at a time at the business location for which You registered the Software upon initial purchase and installation (“Your Registered Location”). Use of the Software on any other cloned copies of the authorized PC is expressly prohibited. You may not install the Software on any new computer for which You intend to be Your single PC at Your Registered Location without the express consent and approval by Bravo, which will not be unreasonably withheld. The License will be identified by the Software Serial Number that was set forth in Your Purchase Agreement. Bravo will not be providing any content or applications for You under this Agreement other than the Software and/or Services.
You are solely responsible for the number of authorized users who use the Licensed Software and Service at Your Registered Location as well as the level of access per user, and for maintaining the confidentiality of Your usernames and passwords for all users using the Licensed Software and related Services. You understand and agree that Bravo may, from time to time, and in its sole discretion, change the content or format of the Licensed Software, Services, User Documentation or the media of delivery, in accordance with general changes made to its standard service and product offering. Your use of the Software may not exceed the scope of the use provisions above without the express written agreement of Bravo and, where applicable, Your payment of additional license fees.
(b) Setup and License Fees. The Software is available for download and installation upon payment by You of a prescribed non-refundable setup and activation fee (the “Setup and Activation Fee”) and applicable subscription license fee and other additional fees as outlined in Your Purchase Agreement (which Purchase Agreement is hereby incorporated by reference) (hereinafter collectively referred to as the “License Fee(s)”) for Your use of the Licensed Software. Because reporting requirements and regulations are city and state specific, the License Fee does not include any custom development needed by You. Any charges for custom reporting or regulations will be at Bravo’s current development rate at the time of the request and agreed upon separately. In addition, You understand and agree that if you add any new stores or features after the initial Go-Live Date, then any such add-on store(s) or feature(s) will be billed at the License Fee rate in effect at the time of activation of said store(s) or feature(s).
Once the Setup and Activation Fee and License Fee are paid, the later of the date you sign Your Purchase Agreement or the date upon which You first conduct a transaction using the Software and related Services in the ordinary course of business will be considered Your “Go-Live Date” and Bravo will provide You with a License key for each License purchased to allow You to use the Software and related Services prior to the Go-Live Date. In the event of a multiple-store Proposal, the Go-Live Date shall be the later of the date you sign the Proposal or the date upon which the first store conducts a transaction using the Software and related Services in the ordinary course of business. The Software may be used only on a computer physically located at Your Registered Location that has been assigned its own License Key (a “Licensed Computer”). The Software may be used only through a display, keyboard, and pointing device that are physically and directly attached to the Licensed Computer. The Software may not be installed or used on a virtual machine. The Software may not be accessed, used or interacted with at any place where the Licensed Computer is not physically present. You may not, for example, use the Software via any means of remote access or networked access to a Licensed Computer, including, without limitation, RDP, VNC, and Citrix
The License Fee may be paid monthly or annually as provided for in Your Purchase Agreement. During the term of this Agreement, if You elect to change the frequency of payments from annual payments to monthly payments or from monthly payments to annual payments, then such change will only go into effect following Your signing of a revised Purchase Agreement reflecting the applicable License Fee pricing under such payment schedule. Unless otherwise provided for in this Agreement, all payments are nonrefundable. Your continued use of the Software will require the inputting of a unique key that will be provided to you by Bravo upon timely receipt of the License Fee. Failure to pay any License Fees owed will result in the Software being inaccessible until such time as any owed License Fees are paid or, at Bravo’s discretion, Your License to use the Software and Services granted by this Agreement being terminated immediately and without notice.
In the event Your License to use the Software and Services is terminated for failure to pay any Licensee Fees owed, Your voluntary termination, or for any material uncured breach of this Agreement, then Bravo, in addition to all other rights and remedies under this Agreement, shall be entitled to accelerate and receive immediate payment of all remaining unpaid License Fees, including an average of any variable License Fees that would have been paid for the entire Term of the Agreement (calculated using the average of the highest three (3) months) without further obligation to continue providing the Software and Services.
As part of Your use of the Software and related Services, You agree that You will keep on file with Bravo a valid credit card, debit card, or ACH account information to which Bravo is hereby authorized to charge or debit the License Fee on a monthly or annual basis. In addition to Your License Fee payment, You agree to pay any and all bank fees incurred by Bravo as a result of processing or receiving any payment to Bravo including, but not limited to, via ACH, check, credit card, or wire transfer.
You are responsible for maintaining valid account information on file with Bravo. In the event that Bravo is unable to charge the License Fee to the credit card, debit card, or ACH account You have on file, then You will be assessed a $150 penalty and will be immediately notified by Bravo and have ten (10) calendar days from the date of such notice to provide Bravo with valid account information and payment of the License Fee. If the License Fee and penalty are not paid in full within ten (10) calendar days from the date of such notice, then an additional $150 penalty will be assessed to Your account, and interest will accrue at a rate of 18% per annum on any past due and unpaid amounts until Your account is brought current, and may also result in Your access to the Service being suspended and Your License to use the Software and Service granted by this Agreement being terminated. Should Bravo authorize payment by any other method including, but not limited to, check, cashier’s check, or wire transfer, and the License Fee is not paid within ten (10) calendar days of invoicing, then an additional $150 penalty will be assessed to Your account, and interest will accrue at the rate of 18% per annum on any past due and unpaid amounts until Your account is brought current, and may also result in Your access to the Service being suspended and Your License to use the Software and Service granted by this Agreement being terminated.
You shall also be liable for and shall pay any and all income, franchise, sales, use, personal property, ad valorem, value added, stamp or other tax, levy, customs duty, or other impost or fee, including withheld taxes, on the Licensed Software and/or the Services, whether now in force or enacted or levied in the future, except a tax based on the net income of Bravo, together with all penalties, fines and interest thereon, that in any way arises out of this Agreement, whether on or measured by the price, the charges, or on the Licensed Software or Services, or their use, however designated, levied or based. This section will apply during and after termination of this Agreement.
The License Fee may, at Bravo’s sole and complete discretion, be automatically increased by providing You with 30 calendar days written notice of such increase. To the extent that You elect to change the frequency of scheduled payments at the time of automatic renewal, then the License Fee shall be such License Fee reflected in a new Purchase Agreement signed contemporaneously with such election to change and based on the elected scheduled payment frequency (monthly or annually) for the renewed period.
You agree that Bravo may issue one or more press releases announcing Your adoption of the PawnMaster Software. The content of the press release shall be subject to the parties’ mutual approval and consent, provided that neither party will unreasonably delay its review of any proposed press release or announcement. Moreover, You agree that Bravo may publicly identify You as a customer of the Licensed Software and related Services
You also agree that Bravo may disclose Your contact information to one or more of Bravo’s preferred third-party service providers that provide third-party services which integrate into and/or assist in the operation and use of the Licensed Software and related Services, including, without limitation, third-party merchant credit card processing companies.
- Firearms Acquisition and Disposition Records and Transactions.
If You acquire and/or sell firearms, ATF Ruling 2013-5 requires that the Acquisition and Disposition Records be stored on a server that is owned and operated solely by You. It shall be Your sole responsibility to keep records in accordance and in compliance with ATF requirements and to ensure such Records are downloaded to Your server.
- Software Copyright.
The Software is licensed to You, not sold, and nothing in this Agreement shall be construed to the contrary. You acknowledge that no title to the intellectual property in the Software, all related Services, and/or User Documentation is transferred to You. You further acknowledge that all right, title and interest in and to the Software, the Services, and the User Documentation, including all associated intellectual property rights, are and shall at all times remain the exclusive property of Bravo, and You will not acquire any rights to the Software, Services, or User Documentation, except as expressly set forth above. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text and “applets,” incorporated into the Software), the Services, the User Documentation, and any copies of the Software or User Documentation thereof regardless of the form or media are owned by Bravo. The Software, Services, and User Documentation is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. Except for backup or archival purposes (for which You may make copies), You may not disclose, copy, transfer or transmit the Software, Services, or User Documentation, electronically or otherwise, for any purpose.
Except as otherwise expressly provided for in this Agreement, You may not, and may not permit others or attempt (or assist someone in attempting), and if You are an entity of any kind, You will use Your best efforts to prevent Your employees, representatives, agents, and contractors from attempting, to (i) modify, translate, adapt, alter, or create derivative works based on the Software and/or the Services, (ii) reverse engineer, decompile, decode, decrypt, disassemble, or in any way ascertain, derive or obtain source code from, the Software and/or the Services, in whole or in part (iii) copy, reproduce, distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Software and/or the Services, (iv) distribute, sublicense, rent, lease, or loan the Software and/or the Services, or any rights granted hereunder, to any third party or grant any third-party access to or use of the Software and/or the Services; (v) transfer or assign all or part of the Software, or any rights granted hereunder, to any other third party; (vi) remove or alter any copyright, intellectual property, or other proprietary notices, labels or marks that may appear on or in connection with the Software, User Documentation, and/or the Services; and (vii) edit, alter, abridge or otherwise change in any manner the content of Software and/or the Services.
- Data Ownership and Usage.
(a) Customer, Transaction, and Inventory Data. Except as otherwise provided for in this Agreement and so long as you are not in breach of this Agreement, all Customer Data, Transaction Data, and/or Inventory Data provided by You to Bravo during the course of using the Software and Services shall be the sole and exclusive property of You.
By your use of the Software and Services, You agree that You will not allow access to the Customer Data, Transaction Data and/or Inventory Data by any other third party without having first obtaining the prior written approval of Bravo. Additionally, while you have a License for the use of the Software and Services, no Bravo Competitor (any third-party working on behalf of or otherwise affiliated with a Bravo Competitor) or any other third-party shall ever be authorized to, directly or indirectly, use and/or access the Software and/or your Customer Data, Transaction Data and/or Inventory Data via the Software for any reason (including, without limitation, any usage or access which is at Your express direction for Your own benefit or which is done as part of a merger, consolidation, or sale or transfer of substantially all of the assets of Your business). Any unauthorized use or access of the Software and/or Your Customer Data, Transaction Data and/or Inventory Data via the Software by a Bravo Competitor (any third-party working on behalf of or otherwise affiliated with a Bravo Competitor) or any other third-party will constitute a material breach of this Agreement and grounds for immediate termination without notice of this Agreement and the License(s) granted hereunder.
(b) Website Data. Notwithstanding any other provision in this Agreement to the contrary, You expressly agree that any Website Data, regardless of whether such data might also constitute Customer Data, Transaction Data, and/or Inventory Data, shall be shared property of Bravo and You and nothing in this Agreement shall be construed as prohibiting or limiting Bravo from using any Website Data for any purposes.
(c) No Waiver. Nothing in the provisions of this Section 6 of the Agreement shall be construed in any way as a waiver by Bravo of the provisions set forth in this Agreement relating to Disclaimer of Warranty and Limitation of Liability.
- Confidentiality Obligations.
For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Bravo is engaged. Confidential Information does not include any information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Yours; (b) discovered or created by You before disclosure by Bravo; (c) learned by You through legitimate means other than from Bravo; or (d) is disclosed by You with Bravo’s prior written approval.
You acknowledge during the time this Agreement is in effect, You may receive Confidential Information from Bravo. You agree to hold any such Confidential Information of Bravo in strict confidence in accordance with the provisions of this Agreement. You (a) shall not permit Your employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information provided by Bravo; (b) shall not permit Your employees or agents to copy or modify any Confidential Information except as specifically authorized in this Agreement; (c) shall not disclose any Confidential Information to a third party without the prior written consent of Bravo; (d) shall only use Bravo’s Confidential information for purposes of performing Your obligations under this Agreement, and shall not otherwise use the information for Your own benefit or for the benefit of any third party or for any purpose other than as may necessary for You to use the Software and/or Services; and (e) agree to keep secure and maintain the Confidential Information of Bravo in a reasonable manner no less protective than that used to maintain the confidentiality of Your own Confidential Information. You agree to immediately notify Bravo in writing of any misuse or misappropriation of Confidential Information which may come to the Your attention.
You may disclose Bravo’s Confidential Information as required by law, subpoena, or court order provided that You (i) reasonably and promptly notify Bravo in writing of the requirement for disclosure, unless notice is prohibited by law or by a competent court, so that Bravo may seek an appropriate protective order or waive compliance; and (ii) use diligent efforts to disclose only that portion of the Confidential Information as is legally required.
- Disclaimer of Warranty.
THE SOFTWARE AND RELATED SERVICES ARE PROVIDED AND/OR LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRAVO (AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS) EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE RELATED SERVICES, AND USER DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY AND ALL WARRANTIES OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT BRAVO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. BRAVO DOES NOT WARRANT OR GUARANTEE THE PERFORMANCE OR RESULTS OBTAINED BY YOU IN USING THE SOFTWARE AND/OR RELATED SERVICES, OR THAT THE SOFTWARE AND/OR RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE AND/OR RELATED SERVICES WILL BE UNINTERRUPTED, BUG FREE, OR ERROR FREE, OR THAT ALL SOFTWARE DEFECTS WILL BE CORRECTED. BRAVO IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE AND/OR RELATED SERVICES.
NO WARRANTY IS MADE BY BRAVO WITH RESPECT TO THE MAINTENANCE OF AND/OR ACCURACY OF ANY OF YOUR DATA, INCLUDING BUT NOT LIMITED TO CUSTOMER DATA, TRANSACTION DATA, INVENTORY DATA AND/OR WEBSITE DATA, ACQUIRED BY BRAVO AS PART OF YOUR USE OF THE SOFTWARE AND/OR RELATED SERVICES. NO INFORMATION OR ADVICE (ORAL OR WRITTEN) OBTAINED BY YOU FROM BRAVO OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THIS WARRANTY. BRAVO ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OR ENTITY OTHER THAN YOU. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO PART OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
- Limitation of Liability.
IN NO EVENT WILL BRAVO OR ITS OWNERS, SHAREHOLDERS, MEMBERS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, ATTORNEYS OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, OPPORTUNITIES OR CONTRIBUTIONS, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO DATA OR OTHER PERSONAL OR BUSINESS INFORMATION, GOODWILL, OR OTHER PECUNIARY OR NON-PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE AND/OR RELATED SERVICES, THE LOSS OR INACCURACY OF ANY DATA MAINTAINED BY BRAVO AS PART OF THE SOFTWARE AND/OR RELATED SERVICES, OR OTHERWISE ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT, EVEN IF BRAVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY CLAIM BY A THIRD PARTY.
YOU ACKNOWLEDGE AND AGREE THAT BRAVO HAS NO CONTROL OVER OR LIABILITY FOR TELECOMMUNICATIONS OR INTERNET SERVICES PROVIDED BY BRAVO’S OR YOUR TELECOMMUNICATION AND INTERNET SERVICE PROVIDERS AND THAT EMAIL, TEXT MESSAGES, INTERNET-BASED SERVICES AND OTHER ASPECTS OF THE SOFTWARE AND/OR RELATED SERVICES THAT RELY ON THIRD PARTY TELECOMMUNICATIONS OR INTERNET SERVICE PROVIDERS ARE NOT THE RESPONSIBILITY OF BRAVO AND BRAVO HAS NO LIABILITY FOR ANY FAILURES, INTERRUPTIONS OR OTHER PROBLEMS CAUSED BY THE SERVICE OR EQUIPMENT OF SUCH TELECOMMUNICATIONS OR INTERNET SERVICE PROVIDERS, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR UNSENT, MISDIRECTED, LOST, BLOCKED OR UNRECEIVED EMAILS, TEXT MESSAGES, ALERTS, OR PUSH NOTIFICATIONS.
BRAVO IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM: (I) THE MODIFICATION, MISUSE OR DAMAGE OF THE SOFTWARE BY PARTIES OTHER THAN BRAVO, (II) YOUR FAILURE TO IMPLEMENT ALL BUG FIXES OR OTHER DEFECT CORRECTIONS WHICH ARE MADE AVAILABLE BY BRAVO, (III) USE OF THE SOFTWARE IN A MANNER INCONSISTENT WITH THE USER DOCUMENTATION OR OTHER DIRECTIONS PROVIDED BY BRAVO REGARDING USE OR AS PERMITTED BY THIS AGREEMENT, (IV) ANY COMPUTER VIRUS OR (V) ANY DEFECT IN OR FAILURE OF ANY THIRD PARTY’S INDIVIDUAL COMPUTER, EQUIPMENT, NETWORK OR SOFTWARE, OR FOR ANY USER ERROR. BRAVO DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO NON-BRAVO PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, THIRD-PARTY SOFTWARE OR HARDWARE, INTERNET CONNECTIONS OR CONNECTIVITY OR COMPUTER NETWORKS.
BRAVO’S ENTIRE LIABILTY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE-HUNDRED PERCENT (100%) OF THE FEES PAID BY YOU FOR THE SOFTWARE AND/OR RELATED SERVICES UNDER THIS AGREEMENT. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Legal Compliance.
(a) General. Any and all uses of the Software and/or the Services by You shall be in compliance with all applicable and necessary governmental approvals and all applicable domestic and international laws, rules and regulations. You shall immediately inform Bravo in writing of any material complaint by any consumer or governmental body relevant to the Software and/or the Services, and the status and resolution thereof. You shall at Your own cost move expeditiously to resolve and assist Bravo to resolve any such complaint. You agree not to import or export the Software or any User Documentation (or any copies thereof) or any products or services utilizing the Software or any User Documentation, including the Service, in violation of any applicable laws or regulations of the United States or the country to which You have imported or exported.
(b) General Data Protection Regulation (EU) 2016/679 (“GDPR”) Compliance. If during the course of Your usage of the Software and/or Services, You collect any Personal Information (as defined in the GDPR) on a data subject in the European Economic Area (“EEA”) (as defined in the GDPR), then You represent, warrant, covenant and agree to take all appropriate steps to comply with the GDPR and all obligations set forth therein governing both data controllers and data processors, including, without limitation, obtaining express consent before obtaining, processing, and/or storing any Personal Information You acquire in connection with Your usage of the Software and/or Services, explaining clearly how any such Personal Information will be used and for how long any such Personal Information will be used and/or stored, implementing security measures appropriate to the GDPR for such Personal Information, and responding timely with all reasonable requests to delete any Personal Information that You are processing, using, and/or storing. You further represent, warrant, covenant and agree that (i) You will expressly inform and obtain consent from all EEA data subjects from whom You obtain, process, and/or store any Personal Information that such information may be transferred to and from the United States as part of Your usage of the Software and/or Services; (ii) You will follow appropriate or suitable safeguards in connection with the international data transfer of any Personal Information of EEA data subjects to or from Bravo.
YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR AND (AS APPLICABLE) ITS OWNERS, SHAREHOLDERS, MEMBERS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, ATTORNEYS OR AGENTS FROM AND AGAINST ANY DEMANDS, CLAIMS OR LAWSUITS, INCLUDING ATTORNEY’S FEES, MADE BY ANY THIRD PARTY ARISING OUT OF OR RELATING TO YOUR VIOLATION OF ANY PROVISION OF THIS AGREEMENT, YOUR BREACH OF ANY REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT, OR VIOLATION OF ANY LAW, RULE, REGULATION OR THIRD-PARTY RIGHTS.
Unless sooner terminated in accordance with the terms and conditions of this Agreement, this Agreement and the License granted under this Agreement will be perpetual from the day You first install any Software through the License Term (including any renewals thereafter) and/or for as long as You use the Software and/or the Services as provided for in Your Purchase Agreement and this Agreement.
You may terminate the License granted under this Agreement at the expiration of the License Term as provided for in Your Purchase Agreement by providing thirty (30) days’ notice to Bravo of Your desire to terminate the License at the end of the License Term. You agree at the termination of or expiration of the License Term to cease Your use of the Software and/or the Services, and destroying or erasing all copies of the Software and User Documentation. In the event Your License to use the Software and/or the Services is subject to a fixed term as provided for in Your Purchase Agreement and/or other written agreement governing your use of the Software and/or the Services, then You will remain obligated to pay Bravo all amounts owed for the full fixed term, including, if applicable, any variable License Fees that would have been paid (calculated using the average of the highest three (3) months) regardless of your decision to cease use of the Software and/or the Services.
This Agreement will also terminate immediately, at Bravo’s option and without notice, upon Your failure to comply with any term and condition of this Agreement, Your breach of any representation and warranty set forth in this Agreement, or if You file for bankruptcy or are placed in receivership. Upon termination of the Agreement, all rights granted to the Software and/or the Services will revert back to Bravo.
In the event that this Agreement is terminated by You or by Bravo prior to the end of the License Term due to Your voluntary termination, bankruptcy, receivership, or failure to comply with a material term and condition of this Agreement or breach of any representation and warranty set forth in this Agreement, then You will not be entitled to any pro-rated refund of any License Fee in advance and Bravo, in addition to all other rights and remedies under this Agreement, shall be entitled to accelerate and receive immediate payment of all remaining unpaid License Fees for the entire Term of the Agreement without further obligation to continue providing the Software and Services.
Notwithstanding anything set forth in this Agreement to the contrary, Bravo may terminate this Agreement for any reason or no reason by providing You with thirty (30) calendar days written notice. In the event that this Agreement is terminated by Bravo for no reason or for reason other than Your voluntary termination, bankruptcy, receivership, or failure to comply with a material term and condition of this Agreement or breach of any representation and warranty set forth in this Agreement, then You will be entitled to a pro-rated refund of any License Fee paid in advance and released from any continuing obligations under the Agreement after the date of termination.
Nothing in this Agreement shall obligate Bravo to continue providing access to the Software and/or the Services beyond the date when Bravo ceases providing such Software and/or the Services to customers and users generally. Bravo reserves the right to cease providing the Software and/or the Services for any reason, without notice, at any time.
In the event of termination of this Agreement, any terms and conditions that require performance after the termination of this Agreement, including, without limitation, those pertaining to payments, restrictions relative to the Software and/or the Service, ongoing obligations regarding Confidential Information, and indemnification, will survive any termination of this Agreement.
Prior to the termination of this Agreement, You will be solely responsible for downloading and saving a complete copy of Your Customer Data, Transaction Data, and Inventory Data relating to Your use of the Software and/or the Service, if applicable.
During the Term of this Agreement and at all times thereafter (and for as long as permitted under applicable state and/or federal law), You agree not to, directly or indirectly, either written or verbal, make, or cause to be made, any disparaging, negative, derogatory, critical, or untrue statements about Bravo or its business activities, products, services, clients, customers, contractors, or any of their principals, members, managers, officers, employees, or agents to any person or business entity. For the avoidance of doubt, this provision does not apply to court filings or documents submitted in a court of law nor shall it apply where You are required by law, legal process or a court of competent jurisdiction, or pursuant to any regulatory obligations or any legal proceedings, to provide testimony or any form of sworn statement.
- Assignment; Successors.
Any assignment of this Agreement or any rights or obligations hereunder by You, without the prior written consent of Bravo, shall be null and void and of no effect and deemed a material breach hereof and grounds for immediate termination without notice of this Agreement and the License(s) granted hereunder. In the event of a sale or transfer of substantially all of the assets of Your business, Bravo may, at its sole option, either terminate this Agreement immediately and without notice or agree to an assignment of this Agreement. Bravo’s approval of any assignment shall be conditioned upon: i) You giving Bravo at least thirty (30) calendar days prior written notice regarding any proposed sale, assignment, or transfer; ii) any such successor or assignee is not a competitor of or otherwise affiliated, directly or indirectly, with a Bravo Competitor or any third party using or marketing a software application or service which competes with the Software and/or Service, iii) any such successor or assignee shall agree in writing to comply with all the terms and conditions of this Agreement, and iv) any such successor or assignee shall sign a new Agreement at the at the current License Fee in effect at the time of the assignment as well as pay to Bravo a prescribed setup and activation Fee in connection with establishing such successor’s or assignee’s access and use of the PawnMaster Software. In the event that You properly transfer or assign the Software and/or this Agreement, then You must at the same time either transfer any copies of the Software and User Documentation to the authorized successor or assignee or destroy or return to Bravo any such materials not transferred. Except as set forth above, You may not transfer or assign the Software or rights under this Agreement. In the event of a merger or consolidation of Your business with any third party that is (i) a Bravo Competitor, (ii) a third party using or marketing a software application or service which competes with the Software and/or Services, (iii) otherwise affiliated, directly or indirectly, with a Bravo Competitor or third party using or marketing a software application or service which competes with the Software and/or Services, then Bravo shall terminate this Agreement and the License(s) granted hereunder immediately and without notice and without any further liability to You.
Bravo has the right to assign or transfer any or all of its rights or obligations under this Agreement without Your consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, transferees, and assigns, and all others acting by, through, or in privity with each of them.
With the exception of any disputes regarding a breach of Your duties, obligations, and/or covenants set forth in Sections 2, 3, 5, 7, and/or 13 of this Agreement, any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement (including, without limitation, the Software and/or the Services) or the breach, interpretation, termination or validity thereof shall be submitted to and resolved exclusively by final and binding arbitration administered by Judicial Arbitration and Mediation Services/Endispute (“JAMS”) in accordance with its then prevailing Streamlined Arbitration Rules & Procedures, except as they may be modified by mutual written agreement of the Parties. Each Party hereby waives the right to broad discovery under Nevada and/or Federal Rules of Civil Procedure. One arbitrator appointed under such rules shall conduct the arbitration. Arbitration shall be in Las Vegas, Nevada, and the laws of Nevada shall be applied. The arbitrator shall apply Nevada law and/or federal law (depending on the nature of the claim) in all substantive rulings. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator, provided, however, the arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for all reasonable costs, expenses, and fees incurred by such prevailing party in connection with the arbitration proceeding, including, without limitations, the arbitrators’ fees, administrative fees, filing fees, witness travel expenses, witness fees, expert witness fees, discovery costs, copying and telecommunication charges, messenger fees, document service and document delivery charges, and attorneys’ fees incurred by the prevailing Party in connection with such arbitration.
You and Bravo agree that any claim or cause of action arising out of or related to this Agreement and/or the Software and/or the Services must commence within one (1) year after the party bringing such claim or cause of action became aware of the circumstances giving rise to such claim or cause of action; otherwise such claim or cause of action is permanently barred.
Moreover, in the event of any dispute, claim or disagreement (“Billing Dispute”) related to any charges or fees under this Agreement, the party raising the Billing Dispute shall first notify the other party, in writing, detailing the specific charges in question and providing all relevant facts, documents, and information. If Bravo determines that a refund is appropriate due to the Billing Dispute, the refund will only cover charges and fees incurred within the 90 days immediately preceding the date on which the notice of the Billing Dispute was received, and You expressly waive the right to contest or dispute any other charges and fees included in the Billing Dispute. You also waive the right to bring a claim or cause of action relating to the Billing Dispute for charges or fees that are older than ninety (90) calendar days from the date on which the notice of the Billing Dispute was received.
Any decision in arbitration shall be final and binding upon the Parties. Judgment may be entered thereon in any court of competent jurisdiction. ALL PARTIES AGREE TO WAIVE TRIAL BY JURY AS WELL AS RIGHT TO APPEAL. You understand and agree that by using binding arbitration to resolve disputes, You are giving up any right that You may have to a judge or jury trial with regard to all issues arising out of or relating to this Agreement.
BY ENTERING INTO THIS AGREEMENT, YOU SPECIFICALLY AUTHORIZE AND ACKNOWLEDGE THAT YOU AFFIRMATIVELY AGREE TO THIS BINDING ARBITRATION PROVISION OF THIS AGREEMENT AS REQUIRED UNDER NRS 597.995.
Notwithstanding the foregoing, Bravo retains the right to institute an action against You in any court of competent jurisdiction (and without having to first go through arbitration under this Agreement) in the event You breach duties, obligations, and/or covenants set forth in Sections 2, 3, 5, 7, and/or 13 of this Agreement (including, without limitation, Your obligations in this Agreement relating to scope of use of the Software and/or the Services or You violate any restrictions relative to the Software and/or the Services) or where Bravo brings claims for infringement of its proprietary or intellectual property rights (including Bravo’s copyrights rights or other intellectual property rights in and to the Software and/or the Services), improper use or disclosure of any Confidential Information, or any claims relating to Your indemnification obligations to Bravo under this Agreement.
- Attorneys’ Fees; Injunctive Relief.
In any action or proceeding (including arbitration under this Agreement) between or among the Parties to interpret or enforce any of the provisions of this Agreement, including seeking specific performance, injunctive relief or damages for breach of this Agreement, or to obtain and enforce a judgment arising out of a breach of this Agreement, the prevailing party shall, in addition to any other award of damages or other remedy, be entitled to all of its reasonable costs and attorneys’ fees related to such action or proceeding, such costs and fees to include all costs of litigation, prosecution, enforcement, and/or collection, including, without limitation, expert witness fees and costs as well as costs of depositions.
In the event of a breach by You of Your duties, obligations, and/or covenants set forth in Sections 2, 3, 5, 7, and/or 13 of this Agreement (including, without limitation, Your obligations in this Agreement relating to scope of use of the Software and/or the Services or You violate any restrictions relative to the Software and/or the Services) where Bravo brings claims for infringement of its proprietary or intellectual property rights (including Bravo’s copyrights rights or other intellectual property rights in and to the Software and/or the Services) or improper use or disclosure of any Confidential Information, the Parties acknowledge and agree that such breach would cause irreparable harm and that an award of monetary damages to Bravo for such a breach would be an inadequate remedy, and therefore, in the event of such breach, in addition to any other rights and remedies available to Bravo, Bravo shall be entitled to immediate injunctive relief to enforce the terms of this Agreement and to restrain You from further violations of the terms of this Agreement without the necessity of proof of actual damages, without having to post a bond, or without a showing of evidence of actual or likely irreparable harm (which You agree a court may presume in any action brought by Bravo), and in the event Bravo does apply for any injunctive relief, which injunction shall remain in place pending completion of any action commenced, that Bravo may have an adequate remedy at law shall not be raised as a defense.
- Governing Law; Venue.
This Agreement shall be construed in accordance with the laws of the State of Nevada without regard to or application of choice of law rules or principles. You agree to submit to the exclusive jurisdiction of the federal and state courts located in the State of Nevada, County of Clark, for any actions, suits, or proceedings (including arbitrations) arising out of or relating to this Agreement or asserting a breach of this Agreement. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of an alleged breach of this Agreement in the courts of the State of Nevada or of the United States of America located in the State of Nevada, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in such court that any such action, suit, or proceeding brought in such court has been brought in an inconvenient forum.
You agree that this Agreement is the complete and entire agreement between You and Bravo with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby, including the Data Age PawnMaster EULA.
Electronic acceptance of this Agreement via e-mail (e.g. by digital signature and/or electronic reproduction of a handwritten signature) or online acceptance of this Agreement by clicking the appropriate box will have the same legal effect as an original signature and binding on You. If any court of competent jurisdiction declares any term of this Agreement void or unenforceable, that declaration shall have no effect on the remaining terms hereof and such provision will be modified to reflect the parties’ intention. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of this Agreement will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. You and Bravo are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither party shall be liable for any delay, nonperformance or related damages if such delay or nonperformance was due to causes beyond its reasonable control, including, but not limited to acts of God, civil emergencies, electrical power failure, loss of communications, or the delay of the other party or third parties.
Except as expressly provided otherwise in this Agreement, any notices required under this Agreement must be in writing and sent (i) in the case of Bravo, via certified mail (return receipt requested) to the address recited below or (ii) in Your case, to the email address You provided to Bravo upon registration to use the Software and/or Services). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Bravo may give You notice by certified mail (return receipt requested) to the address You provided to Bravo upon registration to use the Software and/or Services. In such case, notice shall be deemed given three days after the date of mailing.
The Software and/or Services are provided by:
Bravo Store Systems, LLC
Attn: Legal Department
P.O. Box 370997
Las Vegas, Nevada 89137-0997