Computer Age Concepts

1. General Provisions

1.1 Agreement. Subject to the terms and conditions of this agreement and the payment of all fees, Client agrees to purchase and Computer Age Concepts (CAC) agrees to provide all items as listed on the attachments hereto at the pricing set forth. This agreement and any attachments constitute the entire agreement between the parties and supersedes all prior representations and proposals written, oral or by electronic means.

1.2 Assignment. This agreement and any rights and obligations may not be sold, leased, assigned or otherwise transferred in whole or in part by Client without prior written consent of CAC and upon such terms and conditions as CAC in its sole discretion may require.1.3 Dispute. The parties will make reasonable efforts through negotiation to settle any disputes arising from or related to this agreement. This agreement shall be interpreted in accordance with the laws of the State of Florida and any dispute shall be resolved in a forum located in the State of Florida.1.4 Verification. CAC reserves the right to audit Client’s use of the software and services no more than once per year, after reasonable notice and during normal business hours, to verify compliance with this agreement.1.5 Confidentiality. Each party may have access to Confidential Information of the other party. The recipient of such information agrees to hold such information in strictest confidence and not to disclose or cause to be disclosed, the information to any third party other than an authorized agent and only for any purposes as expressed in this agreement.

2. Software License

2.1 License. In accordance with this agreement, CAC grants client, and client accepts, a non-exclusive, non-transferable perpetual license to use the number of copies of the CAC software described herein as well as documentation in consideration for Clients payment of fees. CAC retains all right, title and interest in and to the CAC software and any and all work produced by CAC including without limitation, the documentation, all inventions, creations, expressions, improvements, computer programs, source codes, specifications and materials.

2.2 Limitations. Client may not (i) use the software except as permitted in this agreement, (ii) make copies of (excluding back up and archive copies), or relocate software, (iii) translate, modify, decompile or otherwise tamper with the software.

2.3 Third Party Software. If client has purchased third party software from CAC, CAC will transfer to client only the rights CAC has in the third party software as delivered to the client. Third party software the Client has purchased from sources other than CAC are only considered in this agreement to the extent that the Client will defend and hold harmless CAC from and against any and all claims, liabilities, losses, damages and fees resulting from Client’s failure to comply with the foregoing provisions, of this agreement.

3. Fees and Payments

3.1 Fees and Payments. The client will pay to CAC the fees, amounts and expenses due as expressed by this agreement. All fees and expenses, including support fees, are due and payable upon execution of this agreement. The balance is due upon delivery of products and/or services. CAC may allow Client to pay on a periodic basis as an accommodation to the Client. In such event, the complete amount is due as prescribed in such payment terms.

3.2 Failure to Pay. Failure to make payment any amount due CAC, including support fees, in accordance with this agreement will result in the forfeiture of Client’s right to receive support and/or complimentary upgrade if applicable. Failure to pay all license fees in accordance with this agreement will result in termination of this agreement and obligate the Client to return any and all software and documentation to CAC.

3.3 Taxes. Fees and expenses due to CAC set forth in this agreement are net amounts excluding all sales, use, withholding, excise, and value added taxes. Client agrees to pay any and all such taxes and charges.

3.4 Expenses. Unless specified otherwise, Client will reimburse CAC all out of pocket expenses reasonably incurred in providing services to client. Expenses include reasonable travel, transportation, lodging, meals, shipping, communications charges (except client support) and other related costs.

4. Term and Termination

4.1 Term. This agreement will commence on the effective date. Support will commence on the first day of the delivery date and end 12 months after the delivery date (term). Support will automatically renew at the end of each term (monthly or annually) for a successive month or year depending on the support option chosen by the Client.

4.2 Termination. Either party may terminate support services by providing written notice to the other party thirty (30) days prior to the expiration of the current term.

4.3 Effect of Termination. Upon termination for any reason, client will pay CAC for all services performed by CAC up to the date of such termination. This is including, but not limited to, the unpaid portion of the support fee term or renewal term.

5. Warranty

5.1 Warranty. CAC warrants that, during the 30-day period following the delivery date (go live), the software will conform to the represented specifications when used by the client in accordance with the documentation and training provided

.5.2 Warranty Limitations. Other than expressly set forth in this agreement, Computer Age Concepts does not make any express or implied warranties to client regarding any deliverables provided in this agreement. Any implied warranty is expressly excluded and disclaimed.

6. Support

6.1 Software Support. During the support term and renewal term, CAC will provide telephone and email support to Client’s adequately trained point of contact. The Client is expected to use all available documentation and electronic resources in procedural issues before contacting support. Support services are free for the first 30-days after delivery date and billable as set forth in any attachments herein. If the Client decides not to purchase or renew CAC support services, the client acknowledges forfeiture of such services. Support services may be terminated by either party with written notice 30-days prior to the end of the current term. Support services may be discontinued by CAC immediately in the event of failure to pay as set forth in section 3.2 of this agreement.

6.2 Support for Third Party Software. Software support for will not be included unless such is indicated in this agreement or subsequent order. The Client shall pay appropriate support fees for support of such software and services provided in to the extent necessary to operate CAC software.

6.3 Updates. The version release program includes periodic modifications and enhancements to the software. CAC will provide one free version release upgrade to the client. Subsequent upgrades may be purchased and the published price. Upgrades are optional unless required to remedy programmatic issues preventing the normal operation of software. The client acknowledges that custom programming will not be brought forth in future version releases and client would have to purchase custom programming to incorporate such custom into their upgraded version.

6.4 Limitations and Exclusions. CAC will not be responsible for providing support relating to the following: (a) problems that result from client’s improper use of software or hardware (b) problems caused by changes, modifications or revisions made by the client or on the client’s behalf (other than CAC) (c) problems caused by client’s data, network, operation or environmental factors beyond the control of CAC (d) third party databases (e) software customization (f) use of software in violation of this agreement (g) use of any hardware that does not meet CAC specifications. Client will reimburse CAC for time spent responding to and false or frivolous maintenance or support claims.

7. Delivery and Training

7.1 Delivery. After execution of this agreement, CAC will arrange a date for delivery of software and hardware to the Client. The delivery date is the product(s) are tendered by CAC or its designee for shipment to the client or the date of which the software is electronically transmitted to the client.

7.2 Installation services. CAC will provide installation services according to the option selected and included in this agreement. The client is obligated to pay the amount billed for such products and services as delivered.

7.3 Training. CAC will provide training services as according to the option selected and included in this agreement. The client is obligated to pay the amount billed for such products and services as delivered.