License Agreement

From ProfitBoost Manual

PIF Pro and PIF Profit Tool by ProfitBoost

Software is defined as the ProfitBoost online or LAN application with which this Software License Agreement is included and any updates or maintenance releases thereto. The use by you of any services or content accessible through the Software may be subject to your acceptance of separate agreements with ProfitBoost or third parties. This Agreement applies to all versions of the Software and other branded or customized versions unless otherwise agreed. Do not use the Software until you have carefully read the following Agreement. This Agreement sets forth the terms and conditions for licensing of the Software from ProfitBoost to you, and using the Software indicates that you have read and understand this Agreement and accept its terms and conditions. If you purchased the Software and do not agree with this Agreement, do not use the software and promptly contact ProfitBoost within thirty (30) days of installation for a refund [i]. If your installation includes ProfitBoost supplied Hardware with the Software pre-installed, and if you do not agree with this Agreement, do not use the Hardware or Software.

License and Certain Restrictions

You are granted a limited non-exclusive license to: (i) have multiple computers logged in to the Software and (ii) make a limited number of additional copies of the printed materials accompanying the Software if any, and/ or print copies of any online user documentation located in the Software.

If you purchased license to a one department system you may use the Software for business operations at one location or one profit center at such location. If you purchased additional departments, you may use the Software for business operations at as many locations or for as many profit centers at such locations as the number of departments you purchased license for. A profit center is defined as an operating location or a division of an operation.

Termination

This Agreement may be terminated by ProfitBoost immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software, including all backup copies.

Late Fees & Service Suspension for Non-Payment

Amounts unpaid by Client within fifteen (15) days of the date payment is due shall be subject to a late payment fee of twenty five dollars ($25) which shall be added to the amount due and owing to ProfitBoost. Amounts unpaid within 60 days of the date payment is due shall be cause for suspension of services. Payment of all amounts owing plus a fee of $150 will be required to reestablish service. In addition to late fees, amounts unpaid by Client within thirty (30) days of the date payment is due shall be subject to one and one half percent (1½%) per month interest, which shall be added to the amount due and owing to ProfitBoost. In no event shall the interest rate under this Agreement exceed the maximum rate allowed by law. If it does exceed the maximum rate, Client shall not owe the excess and any excess collected shall, at Client’s option, be applied as prepayment of Client’s obligations under this Agreement or shall be refunded to Client.

Changes to this Agreement

From time to time, ProfitBoost may change the terms and conditions of this Agreement. ProfitBoost will notify you of any such change. For the latest version of this Agreement, go to man.profitboost.com, or such other site designated by ProfitBoost. Your continued use of this Software will indicate your agreement to the change.

Services Included

ProfitBoost agrees to provide a current subscriber to the Software (Client), Backups of Client Data, ProfitBoost Software Technical Support, ProfitBoost Software Training for a reasonable number of client's users, ProfitBoost Software Information Processing Service System (PSIPSS) Upgrades and Updates, Access from the public Internet to PSIPSS, Maintenance of the PSIPSS and Registration for 2 people to the annual ProfitBoost Software Retreat seminars.

DISCLAIMER OF WARRANTIES

EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFITBOOST DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, DISKS, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR SECURITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. PROFITBOOST DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES PROFITBOOST WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE SOFTWARE.

LIMITATION OF LIABILITY AND DAMAGES

THE ENTIRE LIABILITY OF PROFITBOOST AND ITS REPRESENTATIVES (AS DEFINED BELOW) FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE UNLESS OTHERWISE SEPARATELY AGREED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFITBOOST AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PROFITBOOST OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROFITBOOST AND YOU. PROFITBOOST WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

U.S. Government

The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the PIF Pro software (or Licensed Product) with only those rights set forth herein.

Export Restrictions

You acknowledge and agree that the ProfitBoost Software is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations ("the Acts"). You agree and certify that neither the ProfitBoost Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.

General Provisions

This Agreement sets forth ProfitBoost's and its Representatives' entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and ProfitBoost with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. This Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and ProfitBoost or its Representatives. However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to ProfitBoost and its Representatives with respect to such content or services except to the extent provided otherwise in a separate written agreement approved by ProfitBoost between you and ProfitBoost or the applicable Representative(s).

This Agreement does not limit any rights that ProfitBoost may have under trade secret, copyright, patent, or other laws. The Representatives of ProfitBoost are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on ProfitBoost, other than in writing signed by an officer of ProfitBoost. Accordingly, such additional statements are not binding on ProfitBoost and you should not rely upon such statements. If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by Nevada law (without reference to choice of law principles), except as to copyright and trademark matters, which are covered by federal laws. This Agreement is deemed entered into at Reno Nevada and shall be construed as to its fair meaning and not strictly for or against either party.

Consumer Information and Privacy

For details about ProfitBoost's privacy policies, please refer to the ProfitBoost Privacy Statement contained either in the Software or on a website designated by ProfitBoost.

Copyright © 2003-2006 ProfitBoost LLC All rights reserved. ProfitBoost LLC 6882 Hidden Highlands Dr Reno, NV 89502 888 274 3776

[i] Less 15% non-refundable installation charge