BetaVest clearPATH License Agreement ======================================= END-USER LICENSE AGREEMENT FOR BETAVEST CLEARPATH ONLINE SOFTWARE IMPORTANT-READ CAREFULLY. This BetaVest Technologies, Inc. clearPATH End-User License Agreement ("EULA") is a legal AGREEMENT between you and BetaVest Technologies, Inc. for the clearPATH software product identified above, which product includes web-based software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By subscribing, logging in, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, then DO NOT subscribe or use the SOFTWARE PRODUCT. SOFTWARE PRODUCT LICENSE 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 software end-user, the following rights: * Applications Software. The SOFTWARE PRODUCT may be used only by you and/or your affiliated DBA with your registered username(s) for one year, and each year there after if you have satisfied the payment of the Annual Subscription and Maintenance Fee described in 1a.) below. You may subscribe and use the SOFTWARE PRODUCT on any supported device with your registered username(s). 1a.) The Annual Subscription and Maintenance Fee at the date of this Agreement is determined by your chosen subscription plan, outlined below: *Basic Plan: $995.00 per year for the SOFTWARE PRODUCT, with 1-3 registered user(s). *Professional Plan: $1500.00 per year for the SOFTWARE PRODUCT, with 4-6 registered users. *Elite Plan: $2000.00 per year for the SOFTWARE PRODUCT, with 7-10 registered users. *Master Plan: 11 or more users. Please contact sales for pricing information. Purchaser may agree to pay for their subscription plan with by 3 options: pay monthly, quarterly, or annually. Each option comes with an annual commitment, upon which the Purchaser agrees to complete payment of the full annual price. The first Annual Subscription and Maintenance Fee shall become due owing and payable upon the first anniversary of the original purchase. The Purchaser acknowledges that BetaVest Technologies Inc. shall have the discretion to amend the Annual Subscription and Maintenance Fee and/or any other charges and the Purchaser agrees to be bound by such changes upon BetaVest Technologies Inc. (whether by itself or through the Agent or the Vendor) informing the Purchaser of such changes. 2) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. * The SOFTWARE PRODUCT is licensed as a single subscription product, per DBA. Any subscription plan may not be separated for use for more than one DBA. * Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT to any party outside your DBA. * Software Transfer. You may permanently transfer all of your rights under this EULA, provided you (a) retain no copies, (b) transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity), and (c) the recipient agrees to abide by all of the terms of this EULA. 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. * Support Services. If this product was received as part of a "bundle" with another software or hardware manufacturer's product, end-users are required to contact that manufacturer for first level support. Otherwise, BetaVest may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). The provision and use of Support Services is governed by the BetaVest 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 be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to BetaVest as part of the Support Services, BetaVest may use such information for its business purpose, including for product updates and development. BetaVest will use its best efforts to not utilize such technical information in a form that personally identifies you. * Termination. Without prejudice to any of BetaVest's other rights, BetaVest may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts; to this end you grant to BetaVest 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 3) UPGRADES. If the SOFTWARE PRODUCT is labeled or otherwise identified by BetaVest as an "upgrade", you must be properly licensed to use a product identified by BetaVest as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled or otherwise identified by BetaVest 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. * 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, and applets incorporated into the SOFTWARE PRODUCT), the accompanying, printed materials and any copies of the SOFTWARE PRODUCT are owned by BetaVest or its affiliated companies. The SOFTWARE PRODUCT is protected by copyright and trademark laws and international treaty provisions. 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. * You may not remove, modify or alter any BetaVest copyright or trademark notice from any part of the SOFTWARE PRODUCT, including but not limited to any such notices contained in electronic media or documentation, in the BetaVest clearPATH Registration or Login pages, 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) RESTRICTIONS ON USE * You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the SOFTWARE PRODUCT. * You may not use the database portion of the SOFTWARE PRODUCT in connection with any software other than the SOFTWARE PRODUCT. * You may not modify the SOFTWARE PRODUCT or create any derivative work of the SOFTWARE PRODUCT or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the SOFTWARE PRODUCT. You may not reproduce the database portion or create any tables or reports relating to the database portion. * You may not copy any part of the SOFTWARE PRODUCT except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy of the client database for backup purposes only (if backup feature is available within SOFTWARE PRODUCT) which may be stored on a medium other than a computer hard drive. 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 Georgia. 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 BetaVest Technologies, Inc. for any reason, please contact the BetaVest distributor serving your country, or write: BetaVest Technologies, Inc., 2398 Lenora Church Road, Suite 100, Snellville, GA 30078, USA (or by FAX +1-678-374-4985, email to: sales@betavest.com). 7) LIMITED WARRANTY * LIMITED WARRANTY. BetaVest warrants that (a) the SOFTWARE PRODUCT will, for a period of thirty (30) days from the date of your receipt, perform substantially in accordance with BetaVest's written materials accompanying it, and (b) any Support Services provided by BetaVest shall be substantially as described in applicable written materials provided to you by BetaVest, and (c) BetaVest support engineers will make commercially reasonable efforts to solve any problem issues with the SOFTWARE PRODUCT. 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. * CUSTOMER REMEDIES. BetaVest's and its suppliers' entire liability and your exclusive remedy shall be, at BetaVest's option, either (a) return of the price paid by you for the SOFTWARE PRODUCT (not to exceed the suggested retail price) if any, or (b) repair or replacement of the component(s) of the SOFTWARE PRODUCT that do(es) not meet BetaVest's Limited Warranty and which is returned to BetaVest with a copy of your purchase receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder, of the original warranty period or thirty (30) days, whichever is longer. Outside of the United States, neither of these remedies nor any product support services offered by BetaVest are available without proof of purchase from a BetaVest authorized international source. * UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY BETAVEST, BETAVEST MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT. * BetaVest makes no warranty that the SOFTWARE PRODUCT will meet your requirements or operate under your specific conditions of use. BetaVest makes no warranty that operation of the SOFTWARE PRODUCT will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. BETAVEST WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. * UNDER NO CIRCUMSTANCES SHALL BETAVEST, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF BETAVEST OR ANY OTHER PARTY, EVEN IF BETAVEST IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS CLEARPATH'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. Except where otherwise noted, all of the documentation and software included in clearPATH is copyrighted by BetaVest Technologies, Inc. Copyright © 2001-2015 BetaVest Technologies, Inc. All rights reserved. BetaVest Technologies, Inc. 2398 Lenora Church Road Suite 100 Snellville, GA 30078, USA PHONE +1-770-972-5680 TOLL FREE +1-866-972-5680 FAX +1-678-374-4985 e-mail to: sales@betavest.com http://www.betavest.com http://www.clearpathonline.net