ALDELO

END USER LICENSE AGREEMENT FOR ALDELO SYSTEMS INC. and/or ALDELO, L.P. SOFTWARE

IMPORTANT - PLEASE READ CAREFULLY

This Aldelo Systems Inc. and/or Aldelo, L.P. End User License Agreement (EULA) is a legal agreement between you (LICENSEE) and Aldelo Systems Inc., and/or Aldelo, L.P., for the Aldelo software product, which includes computer software and may include associated media, database, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.

SOFTWARE PRODUCT LICENSE AND ACTIVATION

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1) GRANT OF LICENSE: This EULA grants you, the computer software LICENSEE, the following rights:
Applications Software:

• a) Only you may use the SOFTWARE PRODUCT. You may install, register, activate, and use one copy of the SOFTWARE PRODUCT, on a single computer in a specific physical location as registered in the product registration. Changes to the original registration information and/or physical location must be reported to Aldelo and are subject to registration change fees, and such change request may be denied at the sole discretion of Aldelo.
• b) License Pack: If you have acquired this EULA in an Aldelo Systems Inc. License Pack, you may make the number of additional copies of the computer software portion of the SOFTWARE PRODUCT identified above on this EULA, and you may use each copy in the manner specified above.
• c) Each license is limited to four (4) activations by the original LICENSEE.

2) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS:

• a) Academic Edition Software: If the SOFTWARE PRODUCT is identified as "Academic Edition" or "Educational Copy,” you must be a "Qualified Educational LICENSEE" to use the SOFTWARE PRODUCT. If you are not a Qualified Educational LICENSEE, then you have no rights under this EULA. To determine whether you are a Qualified Educational LICENSEE, please contact the Aldelo Systems Inc. Sales Department. Contact information may be found at www.aldelo.com
• b) The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer. Additionally, a License Pack may not be separated for use at different sites.
• c) Rental: You may not rent, lease, or lend the SOFTWARE PRODUCT to any party.
• d) Software Transfer: You may permanently transfer all of your rights under this EULA, provided you
  • I. retain no copies,
  • II. transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, and this EULA),
  • III. the recipient agrees to abide by all of the terms of this EULA, and
  • IV. you and the recipient have properly executed the Aldelo License Transfer process with proper re-licensing fee paid in full.
  • V. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT and all of your rights therein, if any.
• e) Support Services: If this product was received as part of a "bundle" with another software or hardware manufacturer's product, LICENSEES are required to contact that manufacturer for first level support. Otherwise, Aldelo may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). The provision and use of Support Services is governed by the Aldelo policies and programs described in the SOFTWARE PRODUCT user manual and/or in "online" documentation. Any supplemental software code provided to you as part of the Support Services shall considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to Aldelo as part of the Support Services, Aldelo may use such information for its business purpose, including for product updates and development. Aldelo will use its best efforts to not utilize such technical information in a form that personally identifies you. Support services purchased through an Annual Support Contract are not transferrable if you transfer your software.
• f) The LICENSEE is responsible for performing and maintaining the PCI-DSS and PA-DSS installation of their software. The LICENSEE indemnifies and holds harmless Aldelo Systems Inc., its shareholders, officers, and employees from and against any claims, demands, liabilities, or expenses, including attorney’s fees and costs, for all actions relating to the PCI-DSS and PA-DSS installation of their software.
• g) The LICENSEE of the software is responsible for maintaining the security of their software and network.
• h) Termination: Without prejudice to any of Aldelo's other rights, Aldelo may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In this event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts; to this end you grant to Aldelo the right to, with or without notice, monitor your Internet accessible activities for the purpose of verifying SOFTWARE PRODUCT performance and/or your compliance with the terms hereof, including, but not limited to the remote monitoring and verification of your implementation, use and duplication of the SOFTWARE PRODUCT.
• i) Return/Refund: Aldelo does not accept any returns and/or refunds for the SOFTWARE PRODUCT under any circumstances. This policy will be strictly enforced in order to prevent possible infringement of the SOFTWARE PRODUCT’s intellectual property rights.

3) UPGRADES: If the SOFTWARE PRODUCT is labeled or otherwise identified by Aldelo as an "upgrade,” you must be properly licensed to use a product identified by Aldelo as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled or otherwise identified by Aldelo as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

4) COPYRIGHT AND TRADEMARKS:

• a) All title, trademarks and copyrights in and pertaining to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animation, video, audio, music, text, database, and applets incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Aldelo. Copyright and trademark laws and international treaty provisions protect the SOFTWARE PRODUCT. You must treat the SOFTWARE PRODUCT like any other copyrighted material for archival purposes only. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
• b) You may not remove, modify, or alter any Aldelo copyright or trademark notice from any part of the SOFTWARE PRODUCT, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Aldelo Setup Wizard dialogue or 'about' boxes, in any of the runtime resources, and/or in any web-presence or web-enabled notices, code, or other embodiments originally contained in or dynamically or otherwise created by the SOFTWARE PRODUCT.

5) DUAL-MEDIA SOFTWARE: You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install the other medium on another computer, including but not limited to portable computers, under the exclusive control of the registered LICENSEE. You may not loan, rent, lease, or otherwise transfer the other medium to another LICENSEE, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT.

6) MISCELLANEOUS: If you acquired or use this SOFTWARE PRODUCT in the United States, this EULA is governed by the laws of the State of California. If this SOFTWARE PRODUCT was acquired and is used exclusively outside of the United States, then local law may also apply. Should you have any questions concerning this EULA, or if you desire to contact Aldelo for any reason, please contact Aldelo Systems Inc. with contact information available at www.aldelo.com. Additionally, you agree to not decompile, infringe, or otherwise reverse engineer the SOFTWARE PRODUCT. You also agree that Aldelo may identify your business name, the city, state, and country of your business as its Licensees for marketing purposes without compensation. If you do not wish Aldelo to identify you as its LICENSEE in its marketing materials, you must submit your request in writing to Aldelo Systems Inc., Attn: Marketing, 4641 Spyres Way, Suite 4, Modesto, California, 95356 USA.

7) LIMITED WARRANTY:

• a) Aldelo warrants, for your benefit alone, for a period of thirty (30) days from the date of commencement of this EULA ("Warranty Period") that the SOFTWARE PRODUCT CD media (if delivery is by physical shipping) is free from physical defects in material and workmanship. If during the limited warranty period, your installation CD Media has a physical defect, which prevents you from installation or related tasks, you may return the installation CD Media to Aldelo for replacement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Aldelo of any warranties made under this EULA.
• b) To the extent that implied warranties on the SOFTWARE PRODUCT are disclaimable, they are disclaimed herein below. Some states and jurisdictions do not allow disclaimers of or limitations on the duration of an implied warranty, so the above limitation may not apply to you. To the extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to thirty (30) days.
• c) No other warranties to the maximum extent permitted by applicable law: Aldelo disclaims all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the software product and the provision of or failure to provide support services. This limited warranty gives you specific legal rights. You may have others that vary from state/jurisdiction to state/jurisdiction.

8) LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, in no event shall Aldelo be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the software product or the provision of or failure to provide support services, even if Aldelo has been advised of the possibility of such damages. In any case, Aldelo’s entire liability under any provision of this EULA shall be limited to ten United States dollars (U.S. $10.00); provided, however, if you have entered into an Aldelo support services agreement, Aldelo’s entire liability regarding support services shall be governed by the terms of that agreement. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

9) ADJUSTMENT AND ADJUDICATION OF DISPUTES: Any controversy, claim, or breach arising out of or relating to this EULA that the parties are unable to resolve to their mutual satisfaction should be brought to the Superior Court of Stanislaus County, the State of California, in the United Status of America. All parties expressly waive all other jurisdictions. If any provision or terms of this EULA are held to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. In the event of litigation, the prevailing party may recover court costs and reasonable attorney’s fees.

END OF AGREEMENT