END USER LICENSE AGREEMENT (United States) NOTICE TO END USER: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. INSTALLATION AND USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY CEASE INSTALLATION, UNINTALL THE SOFTWARE FROM ALL WORKSTATIONS AND SERVERS, DISCONTINUE THE USE OF IT, AND REQUEST A REFUND FROM THE SELLER IF WITHIN SIXTY (60) DAYS OF PURCHASE. EVENT 1 SHALL NOT REFUND THE PURCHASE PRICE IF SUCH REQUEST IS NOT MADE TIMELY. 1. SOFTWARE & LICENSE. a. SOFTWARE. Software includes any programs produced by Event 1 Software, Inc. (“Event 1”) and third party (“Supplier”) software provided with this package (which consists of the set of files containing the Software and this End User License Agreement (“this Agreement”), and includes any accompanying documentation (“Documentation”). The term Software also includes any updates of the Software provided to you by Event 1 at its option or under the terms of Software Maintenance (for Perpetual Licenses) or your Subscription License (whichever may apply). b. LICENSE. Subject to the terms of this Agreement, Event 1 grants to you, and you accept, a personal, non-exclusive, and nontransferable (except as set forth in Section 3.e. below) license to use the object code version of the Software in accordance with the Documentation (“License”). Consult your order fulfillment communication for the type of License (Perpetual License or Subscription License) that applies to you. c. PERPETUAL LICENSE. With this type of License, you are entitled to use the current version of the Software (as of the date of purchase) on Supported Platforms (as such term is more particularly described in Section 1.g. below). Your License does not expire; however, Event 1 makes no warranty or guarantee that this version will continue to work with other/newer Supported Platforms in the future (e.g., future operating systems or future versions of other software products). See section 2.a. below (Software Maintenance) for information about availability of updates. d. SUBSCRIPTION LICENSE. With this type of License, you are entitled to use the most current version of the Software through the ending date of your subscription. Event 1 may provide options to renew your subscription for subsequent terms. You are not required to renew; however, you are not entitled to use the Software beyond the expiration date of your subscription and you shall be denied access to Technical Support (as such term is more particularly described in Section 2.b. below) after your subscription has expired. (Consult your order fulfillment communication for details about Technical Support that may be available to you.) e. EVALUATION LICENSE. For purposes of this Agreement, this type of License shall be considered identical to a Subscription License, except that the License is provided to you at no charge in order to evaluate and consider purchasing. All other terms and restrictions hereof still apply. Technical Support is provided at no charge during the term of your evaluation. f. NOT-FOR-RESALE LICENSE. For purposes of this Agreement, this type of License shall be considered identical to a Subscription License, except that the License is provided to you pursuant to an agreement with Event 1 for the limited purpose of promoting, selling, and supporting the Software in conjunction with your own business activities. g. SUPPORTED PLATFORMS. These are the computing platforms (consisting of combinations of specific operating systems and versions of other software products with which the Software is designed to work) for which each version of the Software is designed and with which each version is tested. A list of Supported Platforms for the Software can be found on the Event 1 website. 2. SOFTWARE UPDATES & SUPPORT; FEES. a. SOFTWARE MAINTENANCE. There is an annual fee for access to updated versions of the Software which may be published by Event 1 from time to time in order to add new features, add or remove Supported Platforms, or fix Defects (as such term is more particularly defined in Section 6 below). If you elect to not pay for Software Maintenance, you are not entitled to updated versions of the Software and may be denied access to Technical Support. If you fail to timely renew your Software Maintenance and renew at a later date, an administrative fee shall be applied. (Consult your order fulfillment communication for details about Technical Support that may be available to you.) b. TECHNICAL SUPPORT. You may contact Event 1 to request assistance with installation, licensing, troubleshooting, and general how-to help. Such support shall be rendered only if the Software is used in accordance with the Documentation and on a Supported Platform. This assistance may be offered on a paid basis or as part of Maintenance and Support (as such term is more particularly described in Section 2.c. below), Sage Business Care (for Office Connector) (as more particularly described in Section 2.d. below), or other Event 1 support plan. In no case is Event 1 obligated to offer Technical Support in the absence of payment or a plan that includes Technical Support. In addition, Event 1 may decline to provide you with Technical Support if your Software Maintenance (for Perpetual License) or Subscription License has expired. (Consult your order fulfillment communication for details about Technical Support that may be available to you.) c. MAINTENANCE AND SUPPORT. If offered for your Product and type of License, you may elect to pay a combined annual fee that includes Software Maintenance plus Technical Support. d. SAGE BUSINESS CARE. This is offered only by Sage for Sage Office Connector and, for purposes of this agreement, shall be understood to mean the same as Maintenance and Support. 3. LIMITATIONS ON USE. a. SHARED LICENSE. Your License may be shared by installing the Software on more than one workstation or server. There is no restriction to the number of workstations or servers on which the Software may be installed so long as all workstations or servers are connected to the same local area network (LAN), and all workstations or servers reference the same shared LAN location for the Event 1 License information (Event 1 System Folder as described in the Documentation). b. STAND-ALONE LICENSE. Your License, if installed specifically for one workstation or server, may only be utilized on the workstation or server for which it is licensed. Attempting to utilize your License with more than one stand-alone installation, or attempting to use it as a stand-alone installation on one computer and a shared installation on another, is a violation of this Agreement. c. LICENSE LIMITATIONS. Your use of the Software, including the number of concurrent users (for a Shared License), and specific features may be limited based on the type of License purchased. Consult your order fulfillment communication for details about the type of License and what it provides. ANY ATTEMPT TO CIRCUMVENT LICENSE RESTRICTIONS (INCLUDING NUMBER OF CONCURRENT USERS, FEATURES, AVAILABILITY OF UPDATES, OR EXPIRATION DATES) WILL TERMINATE YOUR LICENSE WITHOUT POSSIBILITY OF REFUND OR FURTHER SUPPORT. d. SOLE USE. You may not copy, rent, lease, sell, sublicense, assign, loan, time-share, or otherwise transfer or distribute copies of the Software or Documentation to another party except as set forth in this Agreement. e. LIMITED RIGHT TO TRANSFER. In the event your company (as the licensee) is acquired by or merges with another company, you may make a request in writing to transfer your License to the new entity. In no case, however, is Event 1 obligated to approve such request. f. NO REVERSE ENGINEERING. You agree you will not decompile, disassemble, or otherwise reverse engineer the Software and you will use your best efforts to prevent your employees and contractors from doing so, except to the extent that such restriction is expressly prohibited by applicable law. You may not modify, adapt, create a derivative work, merge, or translate the Software without the prior written consent of Event 1. g. SUPPLIERS. Specific Suppliers may be identified in the Documentation. You agree to any additional terms and conditions specific to particular Suppliers, as described in the Documentation. Such additional terms and conditions are incorporated herein by reference. 4. INTELLECTUAL PROPERTY RIGHTS. You acknowledge that Event 1 or its Suppliers retain exclusive ownership of all copyrights, trademarks, patents, and other intellectual property rights in the Software. You are not granted any rights in the Software other than those expressly set forth in Section 1 above. 5. TERM AND TERMINATION. a. Your License automatically terminates if you fail to comply with any of the terms and conditions of this Agreement, and b. You may terminate your License at any time by discontinuing using it, uninstalling the Software from all workstations and servers where it has been installed, and erasing any copies of the License, the Documentation, or the Software in your possession. You also agree to follow any instructions that may be provided by Event 1 applying to the de-activation of your License. Under no condition does termination of your License entitle you to a refund, in whole or in part, of any amount you paid. 6. LIMITED WARRANTY AND LIMITED REMEDY. Event 1 warrants that the Software as delivered at the time of purchase, including subsequent updates during the term of Software Maintenance (for Perpetual Licenses), or updates during the term of a Subscription License will substantially conform to the Documentation, and that the Software is free from Defects (as such term is defined below in this Section 6) in material and workmanship, under normal use, provided the Software is used in accordance with the Documentation and with Supported Platforms. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. In the event of a Defect, Event 1’s entire liability and your sole and exclusive remedy shall be, at Event 1’s option, to a. correct the Defect, or b. help you work around or avoid a Defect , c. replace Software or Documentation that contains the Defect, or d. authorize a refund, but only within sixty (60) days of your date of purchase and only so long as the License is relinquished by following instructions provided by Event 1 together with a brief written statement describing the alleged Defect. As used herein, a Defect in the Software means a reproducible anomaly that causes the Software to behave in a manner inconsistent with the Documentation, or to produce output that is incorrect in relation to what the Documentation indicates should be produced when Software is given valid input and is used properly. A Defect in Documentation consists of incorrect or conflicting statements in the online help resources of the Software. Any replacement Software will be warranted for the remainder of the original limited warranty period only. 7. NO LIABILITY OF SUPPLIERS. You acknowledge that your rights under this Agreement, in the nature of warranty or otherwise, are solely against Event 1. NO SUPPLIER MAKES ANY WARRANTY, ASSUMES ANY LIABILITY, OR UNDERTAKES TO FURNISH TO YOU ANY SUPPORT OR INFORMATION CONCERNING THE SOFTWARE OR ANY PORTION OF THE SOFTWARE. You hereby release all Suppliers from any claims, damages, or losses arising from the use of the Software, regardless of the form of action. 8. DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ALL OTHER WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SOFTWARE’S FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. If a disclaimer of implied warranties is not permitted by law, the duration of any such implied warranty is limited to sixty (60) days from the date of purchase by the original end user. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so such limitations or exclusions may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. You acknowledge and agree that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement. 9. LIABILITY EXCLUSIONS AND LIMITATIONS. IN NO EVENT SHALL Event 1 BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS) OR FOR LEGAL FEES ARISING OUT OF THE USE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF EVENT 1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EVENT 1’s AGGREGATE LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. This limitation shall apply notwithstanding any failure or inability to provide the limited remedies set forth above. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation(s) or exclusion(s) may not apply to you. 10. PROPRIETARY RIGHTS - Contracts with Certain United States Government Agencies. If the Software is acquired under the terms of a Department of Defense or civilian agency contract, the Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101 (Jan. 2001), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995, as amended Nov. 2007) of the Federal Acquisition Regulations System and its successors and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) of the Defense Acquisition Regulations System, DOD and its successors, and the Defense Federal Acquisition Regulation Supplement, DOD and its successors. All U.S. Government end users acquire the Software with only those rights set forth in this Agreement. 11. EXPORT RESTRICTIONS. You acknowledge that the laws and regulations of the United States restrict the export and re-export of certain commodities and technical data of United States origin, including the Software, in any medium. You agree that you will not knowingly, without prior authorization if required, export or re-export the Software in any medium without the appropriate United States and foreign government licenses. 12. SEVERABILITY AND SURVIVAL OF PROVISIONS. If any provision of this Agreement is unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid in whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or court decisions. The provisions of Sections 3 through 14 shall survive the termination of this Agreement. 13. ATTORNEY FEES. If any proceeding, action, or claim is instituted to enforce or interpret any of the terms or conditions of this Agreement, the prevailing party shall recover from the party not prevailing, in addition to any other rights and remedies it may have, such sums as any arbitration panel or court finds reasonable as attorney fees and costs in arbitration, at trial, or on appeal. 14. GENERAL. This Agreement is the entire agreement between you and Event 1 relative to the Software, and supersedes all prior written statements, proposals, or agreements relative to its subject matter. Only a writing executed by an authorized representative of each party hereto may modify it. No Event 1 dealer or sales representative is authorized to make any modifications, extensions, or additions to this Agreement. This Agreement is governed by the laws of the State of Oregon without application of its conflicts of law principles. Exclusive jurisdiction and venue over all controversies in connection herewith shall lie with the Circuit Court of the State of Oregon, County of Multnomah. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If you have any questions, write or call Event 1: 3305 Main Street, Suite 303, Vancouver, WA 98663; (360) 567-3752; fax (360) 567-3756; or www.event1software.com. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.