This Agreement, made on the date of the executed “Order Summary Agreement,” is between Beckware LLC, a North Carolina limited liability company (“Beckware”), and the party named in the executed “Order Summary Agreement” (“Licensee”).

1. Description. In accordance with the terms of this Agreement, Beckware shall license and Licensee shall purchase and acquire a non-exclusive, non-transferable license to use the number of products listed on the executed “Order Summary Agreement” and the corresponding number and type of licenses specified on the executed “Order Summary Agreement.”

2. Payment. The prices and terms of payment by Licensee are identified in the Invoice issued upon executing the “Order Summary Agreement,” which Invoice is incorporated into and made a part of this Agreement. Licensee understands that unless full payment is received by Beckware, no rights or licenses are granted to Licensee.

3. Shipment. Upon receipt of full payment by Licensee, Beckware shall deliver the Software f.o.b. Beckware’s shipping point, and Licensee assumes all risk of loss thereafter.

4. Allowable Installation and Users. Licensee may install the Software on a single server computer, which may be concurrently used only by the specified number of user licenses purchased for the particular Software. If Licensee desires to (i) install the Software on any additional server computers, or (ii) concurrently use more than the specified number of user licenses purchased, Licensee must purchase the necessary number of additional server packages and user licenses to the particular Software.

5. Support Services under Separate Agreement. Nothing contained in this Agreement shall be construed or interpreted to include any support services, technical, maintenance or otherwise, by Beckware or its suppliers or licensors. Any support services of any nature shall be provided under the terms and conditions of a separate agreement.

6. Proprietary Protections. The Software is a proprietary product of Beckware and its applicable suppliers and licensors. Ownership of the legal rights in the Software and the associated documentation shall remain solely with Beckware and its applicable suppliers and licensors. The Software and the ownership rights are protected by intellectual property laws and other laws, which may include patent, copyright laws, trade secret laws and international treaty.

7. Copy and Other Restrictions. (I) Licensee may not sublicense, rent, lease, decompile, disassemble, reverse engineer or otherwise distribute the Software or the media upon which such is recorded. (II) If an AcctVantage Source Code license is purchased, the licensee may modify the Licensed Program to adapt it for use in Licensee’s own business with Licensee’s own accounting data (“Modified Program”), which license is subject to the rights of Beckware LLC. under this License Agreement. The Parties agree that only the new portion of the computer code of the Modified Program resulting from Licensee’s modification of the Licensed Program will be owned by Licensee, provided that: (a) Licensee shall only use such Modified Program for and within the scope of the license granted herein to Licensee with respect to the Licensed Program; (b) Licensee shall have no right to grant licenses to any third party for the use of the Modified Program or any code thereof and shall use the Modified Program or any code thereof solely for internal purposes, (c) Licensee’s ownership of the Modified Program shall not extend to any of the original code that is included in the Licensed Program. Licensee understands that Beckware LLC. is interested in working with value added remarketers with respect to modifications of the Licensed Program. (III) Licensee may not remove or destroy any copyright notices, other proprietary markings or confidential legends placed upon or contained within the Software. Licensee may not make any copies of the Software or the media, except Licensee may make an archival copy of the Software which must contain all copyright and other proprietary notices or legends of Beckware and its licensors. Licensee may not copy the written materials accompanying the Software.

8. Confidentiality Restrictions. Any and all information and documentation, in written or tangible form, whether or not bearing a restrictive or proprietary legend of Beckware or its applicable suppliers or licensors, which Beckware made available to Licensee as a result of, or related to this Agreement, shall be held in confidence by Licensee and shall not be used by Licensee other than as allowed hereunder, nor disclosed to third parties without the prior written consent of Beckware.

9. Export Control. The Software may be subject to United States export control. Licensee agrees to fully comply with all applicable United States export regulations.

10. U.S. Government Restricted Rights. If Licensee is purchasing the Software on behalf of the United States Government or any unit or agency thereof, Licensee acknowledges that the Software and accompanying materials were developed at private expense and that no part is in the public domain and that the Software and documentation are provided with restricted rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in Subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or Subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Beckware LLC, 638 Spartanburg Hwy, Suite 70-315, Hendersonville, NC 28792.

11. Limited Warranty on Media Only. Beckware warrants that the media on which the Software is recorded will be free of defects in materials and workmanship under normal use for 90 days after the date of shipment by Beckware. If a defect in the media occurs during the 90-day period, you may return the disk(s) to Beckware for consideration by Beckware of a free replacement. Beckware will replace the disk(s) provided that you have previously returned the defective disk(s) to Beckware and the failure of the media on which the Software has been recorded has not resulted from accident, abuse or misapplication as determined by Beckware. Beckware does not warrant that the Software will meet your requirements, or that the operation of the Software will be uninterrupted or error-free.

12. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, TRADE USAGE OR COURSE OF DEALING OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, THE CONDITION OF ANY SOFTWARE, MEDIA, PRODUCT OR SERVICES, OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. BECKWARE MAKES NO REPRESENTATION OR WARRANTY THAT ANY OF THE PRODUCTS, SOFTWARE, MEDIA, LICENSES, DOCUMENTATION OR OTHER MATERIALS OF ANY NATURE SUPPLIED HEREUNDER WILL NOT INFRINGE UPON PATENT, COPYRIGHT, TRADEMARK OR SIMILAR INTELLECTUAL PROPERTY RIGHTS OF OTHERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BECKWARE, ITS EMPLOYEES, DISTRIBUTORS, SUPPLIERS, LICENSORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

13. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BECKWARE OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR MEDIA, EVEN IF BECKWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Additional Limitation of Liability. IN NO EVENT SHALL BECKWARE’S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE TOTAL PURCHASE PRICE PAID BY LICENSEE FOR THE SOFTWARE.

15. Termination. Beckware retains the right to immediately terminate Licensee’s right to any license hereunder in the event Licensee is in violation of the terms of this Agreement. In event of termination, Beckware may require that Licensee cease any further use of the Software and in such event, Licensee shall immediately return to Beckware, at Licensee’s expense, all media and any written materials supplied.

16. Dispute Resolution.

16.1. Arbitration. The Parties agree that any dispute arising from this Agreement, other than application to a court for injunctive relief, shall be resolved according to the Commercial Rules of the American Arbitration Association through the services of an arbitrator credentialed by the American Arbitration Association and/or the Association For Conflict Resolution.

16.2. Mediation. Duty to First Seek Mediation. The parties agree to first seek mediation of any dispute subject to this Section through the services a Mediator credentialed by the Association For Conflict Resolution and/or the International Academy of Mediators. No dispute between the parties shall be considered arbitrable pursuant to this Section 16 (Dispute Resolution) unless all parties to the dispute have each met on not less than two separate dates with a Mediator to discuss the dispute. If a party refuses to participate in mediation, the other party may proceed to arbitration. A party shall be deemed to have refused arbitration if he or she does not respond to the efforts of the Mediator to contact him or her over fifteen consecutive days.

17. General.

17.1. This Agreement is governed by the laws of the State of North Carolina.

17.2. This Agreement may only be modified by a writing signed by both parties.

17.3. It is specifically agreed that these terms and conditions of this Agreement shall supersede all prior agreements, representations, and statements of the parties with respect to the subject matter of this Agreement. Notwithstanding any conflicting, different or additional language in any purchase order, confirmation or other documentation supplied by Licensee at any time, with respect to the Software or subject matter of this Agreement, the terms and conditions of this Agreement shall control.

17.4. No action, regardless of form, may be brought by Licensee against Beckware more than one year after the date such cause of action has occurred.

17.5. This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee without the express prior written consent of Beckware, which consent will not be unreasonably withheld.

By executing the “Order Summary Agreement,” Licensee expressly agrees that it has read, understood, accepts, and is bound by all the terms and conditions of this License Agreement. The person signing the “Order Summary Agreement” on behalf of Licensee represents that he/she has full authority to sign the “Order Summary Agreement” on behalf of Licensee. This Agreement is not effective unless the “Order Summary Agreement” is signed by both parties.