TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE LICENSES

(SPECIAL ITEM NUMBER 132-33)

This MCL Systems Limited End User License Agreement accompanies the Cadebill or Cadebill LITE or Ganges product and related explanatory materials ("SOFTWARE"). The term "SOFTWARE" also shall include any upgrades, modified versions, or updates of the Software licensed to you by MCL. You must accept the License Agreement before you can use this product. Each product is licensed as a single product. Its component parts may not be separated for use on more than one computer. If you do not accept the terms of the License Agreement, you must not download and/or use the Software.

Upon your acceptance of this Agreement, MCL grants to you a nonexclusive license to use the Software, provided that you agree to the following:

1. Use of the Software

You may install and use one copy of the SOFTWARE, or any prior version, on a single computer, for every license of the software.

In addition, each database server side software license is restricted to only one production database installation. A database is a logical unit consisting of one unique set of all of data required to operate Cadebill/Ganges. A specific example is that there can be only one unit of a relational database table. Exceptions to this clause apply for databases solely meant as backup or for testing purposes.

Government will track the use of software licenses and backup copies. MCL or its independent audit firm may, upon reasonable notice, examine and audit the records and systems of Government to ensure compliance with any task order License section. Any audit will be performed during Government’s normal business hours and in a manner that avoids unreasonable interference with Government’s business operations.

2. Storage/Network Use

You may also store or install a copy of SOFTWARE on a storage device, such as network server, used only to install or run the SOFTWARE on your other computers over an internal network; however you must acquire and dedicate a license for each separate computer on which the SOFTWARE is installed or run from the storage device. A license for the SOFTWARE may not be shared or used concurrently on different computers.

3. Copyright and Trademark Rights

MCL SYSTEMS LIMITED and its suppliers own the SOFTWARE, and its structure, organization, and code are the valuable trade secrets of MCL and its suppliers. The SOFTWARE also is protected by United States Copyright Law and International Treaty provisions. You may use trademarks only insofar as required to comply with Section 1 of this Agreement and to identify printed output produced by the SOFTWARE, in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the SOFTWARE.

4. Restrictions

You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SOFTWARE. Although you may customize the installer for the SOFTWARE to install additional files (such as help files), you may not alter or modify in any way the installer program or create a new installer for the SOFTWARE.

5. No Warranty and Limitation of Liability

The SOFTWARE is being delivered to you AS IS and MCL makes no warranty as to its use or performance. The SOFTWARE carries US State and Federal tax setup to enable the end-user of the software to appropriately setup tax rates, enable/disable a customer for a tax schedule, and a provision to compute tax the customer for their services. Any tax modules is provided as free add-on to the SOFTWARE and MCL explicitly WARN the end-user that it does NOT COMPLY to any tax of laws of any region, whatsoever. Nor this SOFTWARE should be treated as any kind of commercial “Tax” software. It is the responsibility of the end-user to setup the tax rate schedule, verify the correctness of the tax computed.

MCL AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. MCL AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL MCL OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN MCL REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN ANY CASE, MCL’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTURALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.