FlexField Licensing Agreement

FLEXFIELD EXPRESS SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS

The following limited license is granted by Sage Implementations, LLC, (“Sage”) operating under the registered name of FlexField Express® to the bona fide purchaser (“Customer”) of the FlexField® software.

LICENSE GRANT. Sage grants Customer a limited nonexclusive, nontransferable, non-assignable license to use the Software solely for the operation(s) identified and in conjunction with the sets of books and applications environment(s) identified in the Approved Proposal, or contract of purchase, Customer’s purchase order or other document that is accepted by Sage as the basis for granting this license. Customer may copy the Software solely for back-up and archival purposes as long as all copyright notices and identifications are included on the backup copy. Customer may not remove or delete from the Software, and/or a copy of the Software, any titles, trademarks, notices of copyright, and/or proprietary and restricted rights. The Customer may make no other copies of the Software without Sage’s prior written consent. Except as provided herein, the Customer may not make available, allow access to, or distribute all or part of the Software to any third party; copy, adapt, modify, reverse engineer, decompile, or disassemble any part of the Software; or use the Software to operate in a timesharing, outsourcing, or service bureau environment. This license shall automatically terminate in the event the Customer violates any of these restrictions.

OWNERSHIP OF PROPRIETARY RIGHTS. Customer acknowledges and agrees that the copyright, patent, trade secrets, and all other intellectual property rights, of whatever nature in the Software, are and shall remain the property of Sage. The Customer does not acquire any such rights, express or implied, other than those specified in this license.

LIMITED WARRANTY. Sage warrants, for Customer's benefit, that for a period of one year from the date of sale, when used according to the “Product Specifications for Use,” the product will operate substantially in accordance with the functional specifications described in the FlexField® product literature. If during the Warranty Period a defect occurs, Sage will cure the defect or, if so elected by Sage, refund the fees paid by the Customer for this license. The Customer acknowledges and agrees that the foregoing constitutes the Customer's sole and exclusive remedy for any breach by Sage. THE FOREGOING WARRANTY IS THE SOLE WARRANTY WITH RESPECT TO THE SOFTWARE AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer has specific legal rights under this warranty. In addition, The Customer may have additional legal rights that vary by state and country.

LIMITATION OF LIABILITY. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE IS LICENSED "AS IS." SAGE PROVIDES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SAGE’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REMEDY SET FORTH IN THE ABOVE LIMITED WARRANTY. SAGE SHALL NOT BE LIABLE FOR ANY DAMAGES, OF ANY KIND OR NATURE, RESULTING FROM THE USE OF THE SOFTWARE OR CAUSED BY ANY DEFECT, FAILURE, OR MALFUNCTION OF THE SOFTWARE. IN ANY EVENT, SAGE’S MAXIMUM LIABILITY (REGARDLESS OF WHETHER A CLAIM IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THIS LICENSE.

INFRINGEMENT INDEMNITY. Sage will defend and indemnify Customer against a third party claim that the Software infringes a U.S. copyright or patent provided that: (i) Customer notifies Sage in writing within ten (10) days of the claim; (ii) Sage has sole control of the defense and all related settlement negotiations; and (iii) Customer provides Sage with the assistance, information and authority necessary to perform Sage’s obligations under this section. Sage shall have no liability for any claim of infringement based on use of a superseded or altered release of Software if the infringement would have been avoided by the use of a current unaltered release of the Software that Sage provides to Customer.

If the Software is held or claimed to infringe, Sage shall have the option, at its expense, to (i) modify the Software to be non-infringing or (ii) obtain for Customer a license to continue using the Software. If it is not commercially reasonable to perform either of the above options, then Sage may terminate the license for the infringing Software and refund the license fees paid for the applicable Software license. This section states Sage’s entire liability and Customer’s exclusive remedy for infringement.

TERM. This license is in effect for one year or until terminated. The Customer may terminate this license by returning the Software to Sage. Sage may terminate this license if the Customer breaches any of the terms and conditions. Upon termination of the license granted by this Agreement, Customer shall promptly return to Sage all copies of the Software and all information, data or material relating thereto, including without limitation, each and every program, program listing, specification, layout, manual and other like material and documentation (in any format, including but not limited to, diskette, tape, cassette, disk, card deck, or printout) that relates in any manner to, or contains any material with respect to, the Software, or any part thereof, then in the possession or control of Customer.

EXPORT CONTROL REGULATIONS. The Customer shall comply with all applicable United States laws, rules, and regulations relating to the Software, including the export regulation of the United States Commerce Department, to ensure that the Software is not used in violation of U.S. laws. For example, the Customer shall not, directly or indirectly, export the Software or any information relating thereto from the United States to any country for which the United States government or any agency thereof requires an export license or approval without first obtaining the same.

RESTRICTED RIGHTS. Software delivered to the U.S. Defense Department is delivered with Restricted Rights and the following applies: “Restricted Rights Legend: Use, duplication or disclosure by Government is subject to restrictions as currently set forth in subparagraph (c)(1)(ii) of DFARS 252-227-7013, Rights in Technical Data and Computer Software (October 1988). Sage, L.L.C., 7648 San Remo Place, Orlando, FL 32835. Programs delivered to a U.S. Government Agency not within the Defense Department is delivered with “Restricted Rights” as defined in FAR 52.227-14, Rights in Data-General, including Alternate III (June 1987).”

GOVERNING LAW; CHOICE OF FORUM; ATTORNEYS FEES. This Agreement shall be governed by the laws of the State of Florida as applied in cases involving wholly intra-territorial activities and without regard to choice of law principles. Customer further consents to jurisdiction by the state and federal courts sitting in the State of Florida and agrees that suit will be brought, if at all, in a state or federal court in Orlando, Florida. If either Sage or Customer employs attorneys to enforce any rights arising out of or relating to this Agreement, each party shall bear its own attorneys’ fees.