RSG Software End User License Agreement

RSG SOFTWARE END USER LICENSE AGREEMENT

This RSG Software End User License Agreement ("License Agreement") is a legal agreement between you or the entity you represent ("you" or "your") and RSG Software, Inc. ("RSG", "us", "we", or "our") regarding your use of the CFS software and related files ("Software").

Please read this License Agreement carefully before installing or using the Software and the end user documentation. The Software and end user documentation are copyrighted and licensed and not sold. By installing or using the Software, you are accepting and agreeing to the terms of this License Agreement. If you do not have the authority to bind the person or entity which will use the Software, do not install the Software or accept and agree to the terms of this License Agreement without obtaining approval from a person having such authority. If you are not willing to be bound by the terms of this License Agreement, you should promptly and permanently remove from your system and render inaccessible the Software and the end user documentation. This License Agreement supersedes any and all license agreements governing any licenses of the Software previously granted by us to you and any such license agreements are hereby amended and modified to conform to the terms and conditions of this License Agreement.

1. LICENSE GRANT

We grant to you a limited, non-exclusive, non-sublicensable, and non-transferrable license to use the Software in the original, unmodified, machine-readable, object code form only, as delivered by us, including all upgrades, enhancements, updates, and new version releases that we may provide to you and the accompanying end user documentation only as authorized in this License Agreement and for the purposes contemplated by the end user documentation.

2. LICENSED RIGHTS

(a) Free License. You may use the Software without purchasing a Software license. The Free License allows you to use the Software in "light" mode. There are limitations on features and functionality available to you when you use the Software with a Free License. You may purchase a Single User License or a Network License at any time to upgrade the Software to a full license with all features and functionality in the Software enabled.

(b) Single User License.

(1) Installation and Restrictions. If you purchase a Single User License, the Software will be restricted to the computer and user name for which the license is activated. Single User Licenses are not permitted to be used on virtual servers or other "thin client" computer configurations. Reformatting your computer s hard drive or changing hardware components will require deactivation and reactivation of your license.

(2) Term. Single User Licenses are purchased as a one-year subscription. Your License will expire at the end of one year, and you may purchase a license renewal for another year.

(c) Network License.

(1) Use. If you purchase a Network License, the Software may be installed on multiple computers and the license may be shared by multiple users. The number of Network Licenses purchased is the maximum number of concurrent users permitted. Your Network License usage will be managed by the file system on a shared network folder. An end user must close the Software before another end user may use the Network License and Software.

(2) Term. Licenses are purchased as a one-year subscription. Your License will expire at the end of one year, and you may purchase a license renewal for another year.

(3) Restrictions. Network Licenses may only be used by end users employed by the company that purchased the license and only by employees located in the same country as the license server. Changes to your network environment or shared network folder location will require deactivation and reactivation of your license.

3. RESTRICTIONS ON USE AND TRANSFER

(a) Copies. You may retain installers and executables for the Software for backup purposes only. You may not copy or distribute the end user documentation or supplemental files for any reason. You may print online documentation for your personal use. Any such copies of the Software or the end user documentation must include our copyright, trademark, and other proprietary notices. Under no circumstance are you or any person under your authority or control permitted to use the Software or end user documentation or to make or use any copies thereof in excess of the rights provided to you in this License Agreement.

(b) Assignment of Rights. You will not voluntarily or involuntarily, in any form or manner, assign, transfer, or pledge the Software, end user documentation, or other rights under this License Agreement to any other person or entity, including any assignment or transfer incident to your merger or consolidation with another entity, or any assignment or transfer by operation of law, without our prior written consent. You will not sublicense, lease, network, rent, loan, distribute or share your license to the Software, end user documentation, or other rights under this License Agreement with any other person or entity. You may not use the Software or end user documentation to provide hosted services or to operate a service bureau. You may not publish, disclose, or otherwise display in writing, electronically, or otherwise any part of the Software, end user documentation or such other rights without our prior written consent in each such instance. Any such assignment, sublicense, transfer, pledge, lease, network, rental, loan, or sharing of your license, or any other rights under this License Agreement, absent our prior written consent will be void and of no force or effect and, as will any such publication, disclosure, or display, will cause the immediate termination of this License Agreement and your license and rights under this License Agreement.

(c) Modifications. You will not reverse engineer, decompile, disassemble, re-engineer, reverse assemble, reverse compile, or otherwise translate or create, attempt to create or permit, allow or assist any third party to reverse engineer, decompile, disassemble, re-engineer, reverse assemble, reverse compile, or otherwise translate or create the source code of the Software or its structural framework. You will not modify, enhance, or create derivative works based upon the Software in whole or in part, including any derivative works based upon the database structures of the Software, nor will you otherwise change the Software, or any of the foregoing without our prior written consent in each such instance, which consent may be withheld or conditioned within our sole discretion. You agree that any modification, enhancement, derivative work, or other improvement to the Software and the end user documentation developed by us, you, your employees, or independent contractors, whether with or without our consent, advice, or support, will be our exclusive property and you hereby assign to us all such rights, title, and interest therein and agree to make such further assignments and take any other affirmative actions we request to further manifest such assignment. Any such modified, enhanced, or derivative versions of the Software and end user documentation will not constitute software or user documentation different from the Software and the end user documentation, and, as such, will be subject to and governed under the terms and conditions of this License Agreement.

(d) Concurrent Use. The Software may not be used concurrently on more than one computer unless you have purchased Software licenses that allow concurrent use.

(e) Computer Equipment. The Software may only be used on a computer that you own, lease, or otherwise control.

4. INTELLECTUAL PROPERTY AND OWNERSHIP

(a) Intellectual Property. We reserve all right, title, and interest in all intellectual property arising out of, related to, or in connection with the Software and end user documentation that are not expressly granted under this Agreement. You acknowledge that you have no right or authority to use this intellectual property except as specifically granted in this License Agreement. You may not alter, obscure, or remove any proprietary notice of RSG, or any other party, from any copy of the Software, including any end user documentation, corresponding documentation, associated media, printed materials, and online or electronic documentation.

(b) Ownership. The Software and end user documentation, including any modifications, revisions, enhancements, or derivative works are our proprietary products protected under law. This License Agreement does not convey to you an ownership interest in or to the Software or the end user documentation, but only a limited right of use in accordance with this License Agreement, which right may be terminated in accordance with the terms of this License Agreement.

5. OBLIGATIONS OF THE PARTIES

(a) Your Obligations. You have the sole responsibility for acquiring, installing, and maintaining the technology environment and equipment necessary to properly access, operate, and utilize the Software. You are responsible for selecting and training adequate personnel with the requisite experience necessary to operate your systems and who are familiar with your records associated with the Software. You will establish adequate operational back-up systems and procedures to ensure recovery and continuity of your data, systems, and operations in the event of a failure. You will be solely responsible for the security and confidentiality of any username, password, and license key granted to you to access the Software. You are solely responsible for any authorized or unauthorized access to the Software using such username, password, and license key and any actions taken thereunder. You will limit use and access to the Software solely to persons whose duties require such use and access and will undertake best efforts to ensure that our Confidential Information and intellectual property are kept secure. You will use your best efforts to ensure that your authorized users protect the same against unauthorized use, dissemination, or disclosure. You will have the sole responsibility for maintaining the privacy, integrity, and security of your data.

(b) Our Obligations. We will use reasonable efforts to correct verifiable and reproducible errors in the Software that you report to us. An "error" is any failure of the Software to function in substantial conformity with the applicable end user documentation we provide with the Software. We may correct errors by making revisions to programming or by providing reasonable "work-around" solutions. We reserve the right to modify any end user documentation if the end user documentation, in our sole determination, incorrectly describes the Software functions and may do so in order to resolve an error. We retain sole discretion to determine whether and when to make new releases available and the terms on which they will be made available to you. We will only provide technical support to you if you have a paid up and current Single User License or Network License. Support is provided by email but we may contact you by telephone at our discretion.

6. LICENSE FEES

The license fees you paid to us for the Software are paid in consideration of the license granted under this License Agreement.

7. LIMITED WARRANTY

We warrant that Software licensed under a purchased Single User License or Network License will perform substantially in accordance with the accompanying end user documentation for a period of 90 days from the date of purchase. This limited warranty will be void if you are in breach of any of the restrictions or your obligations in this License Agreement. We provide no warranties of any kind, limited or otherwise, for Software licensed under a Free License.

Except for the limited warranty provided above, to the maximum extent permitted by applicable law, we disclaim and exclude all representations, warranties, and conditions, whether express, implied, or statutory, including all representations, warranties, or conditions of title, non-infringement, satisfactory condition, merchantability, suitability, and fitness for a particular purpose, with respect to the Software and end user documentation. We do not warrant that the Software and end user documentation are free from viruses, malware, or other harmful components or will be accurate, up to date, or complete or that it will meet your specific needs or requirements. We assume no liability or responsibility for any errors or omissions in the Software or end user documentation. Any data that is input into Software originates from you and is beyond our control and we will have no responsibility or liability related to the accuracy, content, currency, completeness, or delivery of the data you input into the Software or the accuracy of the information the Software provides to you as a result of the data you input into the Software. You are responsible for creating backups of your data and we assume no liability or responsibility for any loss of data or integrity thereof. We have no obligation to make repairs or offer replacements or refunds and we will not be liable or responsible for your inability to use the Software or end user documentation because of any incompatibility with your computer or server hardware, third party software or application, or any other apparatus installed in your application environment. The Software and end user documentation are provided to you "as is" and your use of the Software and end user documentation is at your sole risk.

Some jurisdictions and countries do not allow exclusion or limitation of the above warranties, so these exclusions and limitations may not apply to you.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law, in no event will we be liable to you for damages of any kind, including direct or indirect damages, loss of profits and other economic loss, special, consequential, exemplary, or incidental damages (including any loss of business, profits, revenue, goodwill, use, or data) arising out of your use or inability to use the software, even if we have been apprised of the likelihood of such damages occurring. These limitations apply to all causes of action, including causes of action arising out of termination of this License Agreement, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, product liability, and any other torts. Some jurisdictions and countries do not allow exclusion or limitation of the above damages, so these exclusions and limitations may not apply to you. You may not bring an action, regardless of form, arising by reason of or in connection with this License Agreement more than 1 year after the cause of action has arisen.

Your sole and exclusive remedy for any claims related to the Software, end user documentation, or this License Agreement will be, in our sole discretion, to return to you the fees you paid for the Software license or to replace the Software that does not meet the limited warranty described in this License Agreement. Any replacement Software will have the limited warranty described above for the longer of 30 days or the remainder of the original limited warranty period. This remedy is not available outside of the United States of America.

9. INDEMNIFICATION

You agree to hold harmless, indemnify, and at our request, defend us from and against any and all claims to the extent arising out of any action or proceeding brought by a third party against us related to:

(a) Any of your acts and omissions which are a breach of any terms of this License Agreement;

(b) Your use, misuse, or failure to use the Software;

10. TERM AND TERMINATION

This License Agreement is effective upon your installation of the Software and will continue until terminated in accordance with this License Agreement. You may terminate this License Agreement at any time by discontinuing all use of the Software and end user documentation, returning to us or destroying all originals and copies of the Software and end user documentation, and uninstalling and removing all installations and copies of the Software and end user documentation from your computer. We may terminate this License Agreement in the event you breach any material term of this License Agreement and such breach continues for a period of thirty (30) days following our written notice to you of such breach. In the event your breach cannot be remedied, is the result of your willful, reckless, or grossly negligent act or omission, or is a breach of Section 3 or Section 4 of this License Agreement, we may terminate this License Agreement upon our written notice to you of such breach and you will not have a cure period to remedy the breach. Your rights to use the Software and end user documentation will terminate when this License Agreement is terminated.

11. CONFIDENTIALITY

(a) Confidential Information Defined. "Confidential Information" means:

(1) All nonpublic information concerning the disclosing party s business, technology, products, services, internal structure, and strategies, specifically including, without limitation, end user documentation, end-user materials, work product, intellectual property, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, "know-how," procedures, financial information, or licensing policies;

(2) Any other information clearly labeled by the disclosing party in writing as "confidential" or "proprietary" prior to its disclosure; and

(3) All such information that, by its nature, a reasonable party would consider to be confidential or proprietary.

(b) Exclusions. The following information will not be considered Confidential Information:

(1) Information which was in the public domain prior to its disclosure;

(2) Information which becomes part of the public domain by any means other than through violation of this Agreement;

(3) Information independently developed by the receiving party without reference to the disclosing party s Confidential Information; or

(4) Information received from a third party not under any obligations of confidentiality.

(c) Confidentiality and Non-Use. The receiving party will use reasonable efforts to avoid unauthorized disclosure of the disclosing party s Confidential Information. The receiving party will protect the disclosing party s Confidential Information from unauthorized disclosure by taking at least those steps that the receiving party uses to protect its own Confidential Information, but in no event less than reasonable efforts. The receiving party will not use the disclosing party s Confidential Information except for purposes of fulfilling its obligations under this License Agreement. The receiving party may disclose the disclosing party s Confidential Information to its employees, agents, service providers, and other persons who need to know such Confidential Information in connection with this License Agreement. Before doing so, the receiving party will take reasonable steps to ensure that such persons will comply with the restrictions imposed on the receiving party by this License Agreement. The obligation to protect Confidential Information will continue as long as the receiving party possesses the disclosing party s Confidential Information.

(d) Permitted Disclosure. The receiving party may disclose Confidential Information as required by law or in compliance with any court or administrative order; provided; that the receiving party gives the disclosing party reasonable notice as permitted by law that such Confidential Information is being sought by a third party in order to afford the disclosing party the opportunity to limit or prevent such disclosure.

12. MISCELLANEOUS

(a) Governing Law and Venue. This License Agreement is construed in accordance with and enforced under the laws of the State of Missouri without regard to its rules of conflict or choice of law provisions that would require the application of the laws of any other jurisdiction. The Uniform Computer Information Transactions Act does not apply to our license of the Software to you. You agree that the sole and exclusive jurisdiction and venue for any disputes related to this License Agreement and the Software will be in any court of competent jurisdiction sitting in Jackson County, MO.

(b) Partial Invalidity. If any provision of this License Agreement should for any reason be held invalid, unenforceable, or contrary to public policy, the remainder of the License Agreement will remain in full force and effect.

(c) No Exclusive Remedy. No specific remedy set forth in this License Agreement precludes us from seeking any other remedy in this License Agreement or that is available at law or equity.

(d) Force Majeure. We will not be in breach of this License Agreement because of causes beyond our reasonable control and without our fault or negligence. Those causes may include acts of God or of a public enemy, acts of the government, fires, floods, or strikes. We will give you prompt written notice of any force majeure event that affects our obligations under this License Agreement.

(e) Entire Agreement and Modification. This License Agreement constitutes the entire agreement between you and RSG with respect to the subject matter contained in this License Agreement. No amendment or modification of this License Agreement will be effective unless it is in writing and signed by a duly authorized representative of you and RSG.

(f) Waiver. No waiver, alteration, or modification of this License Agreement will be effective unless in writing and signed by you and RSG.

(g) Attorney s Fees. In the event that we retain an attorney to enforce this License Agreement, we will be entitled to recover, in addition to any other relief available at law or equity, our expenses, court costs, and reasonable attorney's fees.

(h) Further Assurances. You agree to deliver to us any additional instruments as we may reasonably request for the purpose of carrying out the terms of this License Agreement.

(i) Survival. The terms and conditions in this License Agreement that by their nature and context are intended to survive any termination or expiration of the term of this License Agreement will survive such termination or expiration of the term of this Agreement for any reason and will be fully enforceable

(j) U.S. Government Restricted Rights. The Software and end user documentation are provided with restricted rights. Use, duplication, and disclosure by the U.S. government is subject to restrictions set forth in DFARS 252.227-7013 and 48 CFR 52.227-19, as applicable.

13. CONTACT US

If you have any questions concerning this License Agreement or wish to contact us for any reason, please write: RSG Software, 2803 NW Chipman Road, Lee's Summit, MO 64081 or email support@rsgsoftware.com.