NOTICE TO USER. PLEASE READ IT CAREFULLY.
THIS AGREEMENT IS A BINDING LEGAL CONTRACT BETWEEN YOU (AS EITHER AN INDIVIDUAL OR ENTITY), AND GENIESYS, Inc.
BY INSTALLING OR USING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU MUST IMMEDIATELY TERMINATE USE OF THE SOFTWARE AND REMOVE ALL COMPONENTS FROM YOUR COMPUTER SYSTEM(S). IF YOU DO NOT ACCEPT THIS AGREEMENT AND HAVE PROOF OF PAYMENT, YOU MAY RETURN THE SOFTWARE TO THE LOCATION AT WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS FOR A REFUND OF SUCH LICENSE FEE.

This GENIESYS, Inc ("GENIESYS") Software License Agreement ("Agreement") sets forth the terms and conditions under which you are licensed to use the Software. It is not an agreement for the sale of the Software to you.

TERMS:

Term "Software" is a single or collection of components pertaining to the operation of a computer system including but not limited to: (a) written programs, routines, procedures or rules; (b) digital images, clip art or other artistic works; (c) related explanatory written materials ("Documentation"); (d) third party software; (e) modified versions, upgrades, updates, additions (collectively, "Updates"). Term Software includes all of the contents of the disk(s), CD-ROM(s), compressed archives, or other media provided to you by software vendor or its authorized agent.
Term "Permitted Number of Servers" is the number of computers acting as web servers on which this Software is installed regardless whether it is used or not.
Term "Licensed User" is an individual able to use this Software by means provided by this Software.
Terms "Service Plan" is a set of software components, features, options, configurations and prices agreed upon at the time of opening an account with Software Vendor / Service Provider.
Term "Support Plan" is a set of responsibilities that Software Vendor / Service Provider offers with the "Service Plan" to the end user.

GENIESYS, Inc. grants to you a nonexclusive license to use the Software, provided that you agree to the following:

1. USE OF THE SOFTWARE.

1.1 You may install one copy of the Software onto a hard disk, network disk or other storage device of up to the Permitted Number of Servers for the purpose of providing access to your employees and customers. No other network use is permitted.

1.2 You must secure Software source files from unauthorized access. For security reasons, DO NOT share source files or backup copy on your network.

1.3 You may not modify any source files except as specified in Documentation without our consent. Such modification may void your warranty. However, you can develop unlimited number of custom forms and reports and use our components, libraries and images as long as these components remain unchanged.

1.4 You may make backup copies of the Software, provided your backup copy is not installed, used on any computer, or transferred to a third party.

1.5 You agree to the terms of Service Plan and/or Support Plan.

1.6 HOME USE. This Software, or any part of it, is not designed for installations on home computers. However, any Licensed User (employees and customers) can access this Software from any remote location and any number of computers as long as you permit such access. Your network administrator or IT professional is responsible for installation and configuration of any third party software that enables remote access to your corporate network.

1.7 STOCK FILES. Unless stated otherwise in the Documentation, you may display, reproduce and distribute any of the Stock Files included with the Software. However, you may not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. Stock Files may not be used in the production of libelous, defamatory, fraudulent, infringing, lewd, obscene or pornographic material or in any otherwise illegal manner. You may not register or claim any trademark rights on Stock Files or derivative works thereof.

1.8 DATABASE.

1.8.1 When Software is purchased and installed on your own hardware ("In-house") Software vendor is not responsible or liable for any licenses, cost of equipment, administration, maintenance, network access, backups, nor compatibility with any other third-party software. It is owner' responsibility to purchase required OS software, database software, upgrades, and assume all costs of ownership.

1.8.2 When Software is hosted on our server(s) Software Vendor / Service Provider will assume all costs of ownership. Service Provider will be responsible for delivering database backups to you on regular basis.

2. SOFTWARE SUPPORT.

Software support includes assistance with initial setup; training for designated Administrator; all bug fixes; troubleshooting; minor software enhancements and major updates (when available). Standard support does not include development of new customer-specific features to extend existing functionality nor integration with existing software and databases. Such services may be provided for an additional price not related to your license charges. However, all enhancement requests will be considered and may be included in a later version of software. Limited support does not include training of your employees except for designated Administrator.

3. COPYRIGHT.

This Software is protected by United States Copyright Law and International Treaty provisions. Software structure, organization and code are valuable intellectual property of GENIESYS, Inc. and its suppliers. Software may contain trade secrets. You must treat the Software just as you would any other copyrighted material, such as a book. You may not create a derivative work, reverse engineer, decompile, disassemble, or otherwise use the Software, except as stated in this Agreement.
You may not copy the Software, except as set forth in the "Use of the Software" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. The Software and any copies are owned by GENIESYS and its suppliers.
Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners' names. Trademarks can only be used to identify printed output produced by the Software and such use does not give you any rights of ownership in that trademark.
This Agreement does not grant you any intellectual property rights in the Software.

4. TRANSFER.

You may not transfer, rent, lease, sublicense or lend the Software to another person, organization, or legal entity without our authorization. In event of merge or acquisition, you must notify Software vendor (GENIESYS) of such event and provide contact information of the new owner. This is necessary to a) release you from any further liabilities, b) confirm that the receiving party accepts terms and conditions of this Agreement, and c) transfer software support and billing account to the new owner. Any outstanding balance is due within fifteen (15) days of the transfer.

5. Multiple Environment Software, Multiple Language Software, Dual Media Software, Multiple Copies/Updates.

If the Software supports multiple platforms or languages, you receive the Software on multiple media, or you otherwise receive multiple copies of the Software, the number of computers on which all versions of the Software are installed may not exceed the Permitted Number of Servers. You may not sell, rent, lease, sublicense, lend or transfer previous versions or unused copies of the Software. If the Software is an Update to a previous version, you must possess a valid license to such previous version to use the Update.

6. LIMITED WARRANTY.

6.1 GENIESYS warrants to you that the Software will perform substantially in accordance with the Documentation for at least three (3) year period following your receipt of the Software or starting the service.

6.2 If you are not completely satisfied, you are eligible for a full refund within first thirty (30) day period following receipt of the Software or starting the service. You must discontinue use of the Software or cancel the service, remove all backup copies, and return all media and printed material.

6.3 If Software does not perform in accordance with the Documentation you have ninety (90) day period following receipt of the Software or starting the service to make a warranty claim. The entire liability of GENIESYS and your exclusive remedy shall be limited to either, providing Software update, or the refund of the license fees you paid for the Software. Hosting fees are not refundable. If you chose refund of the license fees, you must discontinue use of the Software or cancel the service within such ninety (90) day period.

6.4 After initial ninety (90) day period the Software will continue to be covered by standard Software Support described in section two (2) of this Agreement. If you chose to discontinue use of the Software or cancel the hosting service after such ninety (90) day period you will not be eligible for a refund.

6.4 Software Warranty does not apply to your hardware.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR SOFTWARE VENDOR OR ITS SUPPLIERS' BREACH OF WARRANTY. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

7. DISCLAIMER OF WARRANTIES.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6, SOFTWARE VENDOR AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOFTWARE VENDOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.

Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days.

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL SOFTWARE VENDOR OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF SOFTWARE VENDOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

9. Governing Law and General Provisions.

This Agreement will be governed by the laws in force in the State of Delaware excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms, in which event you must destroy all copies of the Software. This Agreement may only be modified in writing and signed by an authorized officer of software vendor, although vendor may vary the terms of this Agreement in connection with the licensing of any Updates to you.

10. Notice to U.S. Government End Users.

The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

11. Copy of this Agreement.

For future reference, a copy of the Agreement is included in the Documentation.

12. Compliance with Licenses.

If you are a business or organization, you agree that upon request of GENIESYS Inc. or authorized representative, you will within thirty (30) days fully document and certify that your use of any and all GENIESYS software at the time of the request is in conformity with your valid licenses from GENIESYS Inc. and this Agreement.

13. Bankruptcy or other circumstances leading to closure or transfer of business.

13.1 In the event of bankruptcy or other circumstances leading to closure of business GENIESYS, Inc. shall make it best effort to minimize damages to it clients and specifically (a) notify all of its customers of such event, (b) provide "Unlimited" licenses key if necessary, (c) release all Software updates, and (d) within thirty (30) day period transfer all customers from "Hosted" plan to "In-house" version providing free copy of software with unlimited user licenses.

13.2 In the event of bankruptcy or other circumstances leading to closure of your business or organization, you agree to (a) make your best effort to pay remaining licensing fees due by this time, (c) discontinue use of the Software, (c) notify GENIESYS Inc. of such event.

GenieTracker™ and GenieTCMS™ are trademarks of GENIESYS, Inc.

GENIESYS, Inc.
www.geniesys.net

Please email us if you have any questions.