,QYHQWRU\&RQWURO$ *HWWLQJ6WDUWHG © Copyright 2002 ACCPAC International, Inc. All rights reserved. ACCPAC International, Inc. Publisher No part of this documentation may be copied, photocopied, reproduced, translated, microfilmed, or otherwise duplicated on any medium without written consent of ACCPAC International, Inc. Use of the software programs described herein and this documentation is subject to the ACCPAC International License Agreement enclosed in the software package. ACCPAC, the ACCPAC logo, and Simply Accounting are either registered trademarks or trademarks of ACCPAC International, Inc. or its affiliates in the United States and/or other countries. All other marks are trademarks or registered trademarks of their respective companies. ACCPAC International, Inc. End User License Agreement for Indicated Evaluation, Demonstration or Retail Software THIS END USER LICENSE AGREEMENT APPLIES TO THESE ACCPAC SOFTWARE PRODUCTS: z z z z ACCPAC Advantage SeriesTM ACCPAC Warehouse Management SystemTM ACCPAC OptionsTM BPI Accounting II TM z z z ACCPAC PlusTM Simply Accounting® ACCPAC Pro SeriesTM Small Business Edition z z z z BitWare® Simply BitWare® FAXserveTM Simply BitFaxTM IMPORTANT -- READ CAREFULLY BEFORE YOU INSTALL OR USE THIS SOFTWARE: This End User License Agreement ("EULA") is a legal agreement between You ("You" and "Your" includes a person and/or an individual entity) and ACCPAC International, Inc. ("ACCPAC") concerning the specified evaluation, demonstration and/or retail software products(s) (hereinafter respectively referred to as "Evaluation Product," "Demonstration Product" and "Retail Product"; and collectively referred to as "Software"). The Software includes all component parts, the associated media, any printed materials, any updates, and any "online" or electronic documentation, as applicable. By accessing, installing, copying or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, ACCPAC is unwilling to license the Software to You. In such event, You may not access, use or copy the Software, and You should promptly contact ACCPAC for instructions on returning the Software. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA. ___________________________________________________________________________________________________________________________________ 1. License. a. License Grant. (i) Retail Product. If You licensed a Retail Product, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, ACCPAC hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable right to install and run one copy of the specified version of the Software and the accompanying documentation, solely for Your individual use. This EULA authorizes You to make one copy of the Retail Product solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the original version of the Software. (ii) Demonstration Product. If You licensed a Demonstration Product, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, ACCPAC hereby grants to You a limited, non-sublicensable, non-exclusive, nontransferable and revocable right to install and run copies of the Demonstration Product and the accompanying documentation, solely on computer(s) owned or controlled exclusively by You, for Your individual use and for demonstration, marketing, promotional, end user support, training and/or development purposes, each to the extent permitted and/or required under the applicable ACCPAC Solution Provider, Certified Consultant, Development Partner, Professional Accountant Recommender, Online Referral Partner, Hosting Partner, Recognized Training Center, Distribution Agreement or other applicable agreements between You and ACCPAC (collectively the "Other ACCPAC Agreement"). Use of the Demonstration Product is limited to not more than the number of concurrent users and/or seats as specified in the Other ACCPAC Agreement, multi-user license, product packaging or accompanying documentation. This EULA authorizes You to make one copy of the Demonstration Product solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the original version of the Software. You may have additional rights as may be set forth in the applicable Other ACCPAC Agreement. (iii) Evaluation Products. If You licensed an Evaluation Product, subject to the terms and conditions of this EULA, ACCPAC hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable and revocable right to install and run one copy of the Evaluation Product and the accompanying documentation, solely for Your individual use for evaluation purposes. (iv) All Software. Upon receipt of the appropriate Software registration information, ACCPAC will provide You an alphanumeric key (the "Activation Code" or "PAC Code") to enable You to use the Software pursuant to the terms of this EULA. Documentation shall include, but not be limited to, any printed materials, "online" or electronic data provided by or obtained from ACCPAC with regard to this Software ("Documentation"). The Software and Documentation are licensed, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle with more than one specified Software product, this EULA applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging or accompanying documentation that applies to any of such Software products individually. b. Single-User. If this Software is licensed as a single user product, You may use only one copy of the Software, by not more than one user at a time, on a total of one computer or workstation, or personal digital assistant, or pager, or "smart phone," or one such other electronic device for which the Software was designed ("Client Device"), unless otherwise set forth herein. The component parts of the Software may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) of that Client Device. c. Multi-User. If the Software is licensed with multi-user or networked license terms, You may use the Software on one server computer, or a greater number as specified in the applicable multi-user license, product packaging or accompanying documentation, within a multi-user or networked environment for connecting, directly or indirectly, to not more than the maximum number of Client Devices, concurrent users and/or seats, as specified in the applicable multi-user license, product packaging or accompanying documentation. Use of software, hardware or services that bypass any Software license restrictions and/or reduce the number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Software (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). If the number of Client Devices, concurrent users and/or seats that can potentially connect to the Software exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Software does not exceed the use limits specified for the license You have obtained. 2. Term. Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this EULA. This EULA will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to ACCPAC. When this EULA terminates, You must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate this EULA at any point by destroying all copies of the Software and the Documentation. a. Retail Product. If You licensed a Retail Product, this EULA is effective unless and until You or ACCPAC terminates the EULA earlier, in accordance with the terms set forth herein. b. Demonstration Product. If You licensed a Demonstration Product, this EULA is effective unless and until You or ACCPAC terminates the EULA earlier, in accordance with the terms set forth herein or the terms set forth in Your Other ACCPAC Agreement or upon the earlier termination or expiration of Your Other ACCPAC Agreement. c. Evaluation Product. If You licensed an Evaluation Product, this EULA is effective for a period commencing on the earliest date this Evaluation Software is downloaded, installed or first run and thereafter continuing for the period specified in the product packaging or accompanying documentation, unless sooner terminated by You or ACCPAC in accordance with the terms set forth herein, but in no event shall such term exceed one hundred and eighty (180) days. 3. Updates. ACCPAC may, at its sole discretion, make bug fixes, updates and/or service packs available. ACCPAC's maintenance service, if applicable and offered, is available for Retail Product at an additional cost to You, as Licensee, under a separate written agreement. ACCPAC's maintenance service is not available for Evaluation Product. 4. Ownership Rights. a. Ownership of Software. The Software and Documentation are protected by United States patent, copyright laws and other intellectual property laws, and international treaty provisions. ACCPAC and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the ACCPAC trademarks, service marks, trade names, icons and logos; (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (d) all Confidential Information (as defined in Section 14 below). You acknowledge that Your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software, and that You will not acquire any rights to the Software except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation. b. Submissions. Should You decide to submit any materials to ACCPAC via electronic mail, through or to ACCPAC website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to ACCPAC and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions. 5. Restrictions. You may not rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Software or its components. You may only install and use the Software on hardware which is (a) under Your exclusive control and (b) in the case of hardware performing any server functions, located at premises where You normally conduct day-to-day business operations. Notwithstanding the foregoing, if the Software is hosted under the auspices of an authorized ACCPAC Hosting Partner, it may be installed on server hardware located at premises under the exclusive or primary control of such Hosting Partner or its agent. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement; provided, however, that You may use the Software, as provided herein, to process the data of an affiliate or subsidiary of which You own more than fifty percent (50%); provided, however, You m ...