This AccuSoft software product ("Product") is a proprietary and copyrighted Product of Schellenbach & Associates, Inc. dba AccuSoft Enterprises ("ASE"). It is licensed (not sold) to you, and you may use this Product only on the terms of this license from ASE, even though you may have obtained the Product from a dealer or other source.

License

ASE grants you a non-exclusive license only to:

1.  use the Product on a limited number of computers or thin-client terminals which your Company owns or uses (seats). The number of seats you are authorized to use the product on is 50, unless otherwise designated on the Product media label. Additional seats are available for additional cost. However, the seat limit will not apply if every computer or thin-client terminal on which the Product is used is located in a single building, facility, or campus.

You may make copies of this Product as necessary to use the Product with other Computers owned or used by your Company as long as the seat limit is not exceeded.

A separate license is required for use by any affiliate of your Company.

2.  merge the Product with other applications which utilize the Product. This license will remain effective as to any merged portion of this Product.

3.  make one copy of the Product for archival or backup purposes in support of your use of the Product.

4.  transfer the Product and this license to another party if the other party agrees to accept the terms and conditions of this Agreement. If you transfer the Product, you must at the same time either transfer or destroy all copies, including any portions of the product merged into other programs or stored on computer memory devices such as hard disks. IF YOU TRANSFER POSSESSION OF ANY COPY OR MERGED PORTION OF THE PRODUCT TO ANOTHER PARTY WITHOUT TRANSFERRING THE PRODUCT ITSELF AS PROVIDED HERE, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

Except as otherwise provided in this agreement, you have no right under this license to rent, lease, transfer, or distribute the Product. You may use the Product in object code form only.

Title

Title and copyright to the Product, including the Product media and documentation, remain with ASE. You are not the owner of this Product, but you have the right to use it in accordance with this license. You are not licensed to copy, reproduce or make data transmissions, in whole or in part, of the Product, except as is permitted in this license. You agree not to modify, reverse engineer, translate, disassemble or decompile the Product, in whole or in part.

License Term

The license is effective upon opening of the Product package or use of the Product and shall continue until terminated. You may terminate it at any time by destroying the Product together with all copies and the Product Documentation. THIS LICENSE WILL TERMINATE AUTOMATICALLY IF YOU FAIL TO COMPLY WITH ANY TERM OR CONDITION OF THIS LICENSE. Upon termination you agree to destroy the Product, the Product Documentation and all copies, purge the Product from all computers and memory devices such as hard disks, and eliminate the Product from any merged programs.

Limited Warranty

ASE warrants that for a period of six (6) months from date of purchase the Product will perform according to the specifications set forth in the associated Product Documentation and the diskette (or other medium) on which the Product is located will be free from defects in materials and workmanship under normal use.

YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE PRODUCT. ASE does not warrant that the functions contained in the Product will meet your requirements or that the operations of the Product will be uninterrupted or error free, or will function properly in every hardware environment. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

EXCEPT AS EXPRESSED HEREIN, THE LICENSED PROGRAM IS PROVIDED TO YOU "AS IS". ASE DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH SHALL IN NO EVENT EXCEED ONE YEAR. Some states do not allow the exclusion of implied warranties so the above exclusion may not apply to you.

No person is authorized to modify the warranties contained in this license or make any different warranty for the Product.

Limitations of Remedies

ASE's entire liability and your exclusive remedy shall be limited to:

1. the replacement of any Product, including its diskette or other medium, that does not meet the standards of the limited warranty above. To use this warranty, you must return, at your expense, the Product and all copies along with a copy of your purchase invoice and a brief description of the defect to AccuSoft Enterprises, Customer Service Dept., 8041 Foothill Blvd., Sunland, CA 91040. Upon verification of the defect, ASE will send to you, at ASE's expense, a replacement Product.

2.  if ASE is unable to deliver a replacement which is free of defects, ASE will refund your purchase price.

IN NO EVENT WILL ASE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT EVEN IF ASE OR ANY OF ITS DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. ASE'S MAXIMUM LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE YOU PAID FOR THE PRODUCT. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you.

Customer Registration

ASE may from time to time revise and update its Product or provide useful customer information. You may wish to know about Product improvements and the availability of upgrades. To obtain this useful service, you must fill out and return the enclosed customer registration card. ASE urges you to do so immediately.

General

You may not sublicense, assign or transfer this license or the Product to any other person or entity except as expressly allowed in this license. Any attempt to sublicense, assign or transfer is void.

This Agreement will be governed by laws of the State of California, exclusive of its choice of law provisions.

You further agree that this is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this agreement.

If any provision of this agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions shall not be affected.

If you have any questions concerning this license, you should contact AccuSoft Enterprises, Customer Service Dept., 8041 Foothill Blvd., Sunland, CA 91040, USA.