NICHESOFT SOFTWARE LICENSE TERMS

RETAIL LICENSE TERMS
These license terms are an agreement between Nichesoft (or based on where you live, one of its affiliates) and you. Please read them. They apply to the software that accompanies these license terms, which includes the media on which you received it, if any. The terms also apply to any Nichesoft updates, supplements, Internet-based services and support services for this software, unless other terms accompany those items. If so, those terms apply.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO NICHESOFT FOR A REFUND OR CREDIT. AS DESCRIBED BELOW, USING THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING ACTIVATION, VALIDATION AND FOR INTERNET-BASED SERVICES.
IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU ACQUIRE.

1. OVERVIEW. These license terms permit installation and use of one copy of the software on one device, along with other rights, all as described below.
2. INSTALLATION AND USE RIGHTS. Before you use the software under a license, you must assign that license to one device. That device is the "licensed device." A hardware partition or blade is considered to be a separate device.
a. Licensed Device. You may install and use one copy of the software on the licensed device.
b. Portable Device. You may install another copy on a portable device for use by the single primary user of the licensed device.
c. Separation of Components. The components of the software are licensed as a single unit. You may not separate the components and install them on different devices.
3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
a. Remote Access. The single primary user of the licensed device may access and use the software installed on the licensed device remotely from any other device. You may allow other users to access the software to provide you with support services. You do not need additional licenses for this access. No other person may use the software under the same license at the same time for any other purpose.
b. Trial and Conversion. Some or all of the software may be licensed on a trial basis. Your rights to use trial software are limited to the trial period. The trial software and length of the trial period are set forth during the activation process. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented to you at the expiration of your trial period. After the expiration of any trial period without conversion, features of the trial software may stop running, and you are prohibited from further using this software until licensed.
c. Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. See the software activation screens or other accompanying materials for subscription details.
d. Security Key. This Software includes a security key that plugs into the computer. This key is required to access the software. Whenever the key is removed, not working, or not recognized due to missing software drivers or hardware failure on the computer itself or the key, the software reverts to Demo Mode. No data is lost but you are then limited to the number of clients you are able to view until the key is re-inserted. It is essential that you safeguard this key. In the event that the key is lost, the cost of a replacement key will be the purchase price of the Software. If the key is damaged, Nichesoft will replace the key for a reduced fee, but only after the damaged key has first been returned to Nichesoft.
4. MANDATORY ACTIVATION. Activation associates the use of the software with a specific device. During activation, the software will send information about the software and the device to Nichesoft. This information includes the version, the license version, language and the product ID of the software, Internet protocol address of the device and information derived from the hardware configuration. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. After the time recommended for activation expires, your rights to use the software will be limited until the software is activated. This is to prevent its unlicensed use. Some changes to your computer components or the software may require you to reactivate the software.
5. VALIDATION.
a. The software will from time to time update or require download of the validation feature of the software. Validation verifies that the software has been activated and is properly licensed. Validation also permits you to use certain features of the software or to obtain additional benefits.
b. During a validation check, the software will send information about the software to Nichesoft. This information includes the version of the software and the product key. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Further, you agree that Nichesoft and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Nichesoft may use this information solely to improve our products or to provide customized services or technologies to you.
c. If the software is not properly licensed, the functionality of the software may be affected. For example, you may need to reactivate the software, or receive reminders to obtain a properly licensed copy of the software, or not obtain certain updates, upgrades or services from Nichesoft.
d. You may only obtain updates or upgrades for the software from Nichesoft or authorized sources.
6. INTERNET-BASED SERVICES. Nichesoft provides Internet-based services with the software. Except as otherwise noted in materials accompanying a service, it may change or cancel them at any time.
a. Consent for Internet-Based Services. Certain software applications connect to Nichesoft or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. BY USING THESE FEATURES, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Further, certain applications use Internet protocols to relay computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. Nichesoft uses this information to make the Internet-based services available to you.
7. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Nichesoft reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. Among the applicable restrictions pertaining to this license, it is expressly prohibited to:

work around any technical limitations in the software;

reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;

make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;

publish the software for others to copy;

use the software in any way that is against the law;

rent, lease or lend the software; or

use the software for commercial software hosting services.

8. BACKUP COPY. You may make one backup copy of the media. You may use it only to reinstall the software.
9. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.
10. UPGRADE OR CONVERSION. To upgrade or convert software, you must first be licensed for the software that is eligible for the upgrade or conversion. Upon upgrade or conversion, this agreement takes the place of the agreement for the software you upgraded or converted from. After you upgrade or convert, you may no longer use the earlier version of the software you upgraded or converted from.
11. REASSIGN TO ANOTHER DEVICE. You may reassign the license to a different device any number of times, but not more than one time every 90 days. If you reassign, that other device becomes the “licensed device.” If you retire the licensed device due to hardware failure, you may reassign the license sooner.
16. TRANSFER TO A THIRD PARTY. The first user of the software may make a one-time transfer of the software, and this agreement, directly to a third party. The first user must uninstall the software before transferring it separately from the device. The first user may not retain any copies. Before any permitted transfer, the other party must agree that this agreement applies to the transfer and use of the software. The transfer must include the proof of license. If the software is an upgrade, any transfer must also include all prior versions of the software.
17. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.
18. SUPPORT SERVICES. Nichesoft provides support services for the software as described at its website. In order to remain eligible for this service, you must not violate any agreement with Nichesoft. Further, Nichesoft reserves the right to cancel or refuse any further software support services to you following such breach.
19. RETURN POLICY. Nichesoft software may only be returned pursuant to the terms contained in this agreement. Defective or damaged hardware and third party software must be returned within 20 days of receipt for replacement with a similar item. Returned items must include all original packaging material. No other returns are allowed.
20. TERMINATION. Without prejudice to any other rights, Nichesoft may terminate this license if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts.
21. ENTIRE AGREEMENT. This agreement, any addendum or amendment included with the software, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.
22. APPLICABLE LAW.
If you acquired the software in the United States, Texas state law governs the interpretation of this agreement and applies to claims for breach of it, including claims under state consumer protection laws, unfair competition laws, and in tort regardless of conflict of laws principles.
23. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
24. LIMITATION ON AND EXCLUSION OF DAMAGES. YOU CAN RECOVER FROM NICHESOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
This limitation applies to

anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if

repair, replacement or a refund for the software does not fully compensate you for any losses; or Nichesoft knew or should have known about the possibility of the damages.

You will receive the remedy elected by Nichesoft without charge, except that you are rEpsonsible for any expenses you may incur (e.g. cost of shipping the Software to Nichesoft). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Nichesoft will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Nichesoft’s warranty remedy procedures.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
25. TERMS OF LIMITED WARRANTY
a. LIMITED WARRANTY. If you follow the instructions, the software will perform substantially as described in the Nichesoft materials that you receive in or with the software.
b. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. THE LIMITED WARRANTY COVERS THE SOFTWARE FOR _________***AFTER ACQUIRED BY THE FIRST USER. IF YOU RECEIVE SUPPLEMENTS, UPDATES, OR REPLACEMENT SOFTWARE DURING THAT YEAR, THEY WILL BE COVERED FOR THE REMAINDER OF THE WARRANTY OR 30 DAYS, WHICHEVER IS LONGER. If the first user transfers the software, the remainder of the warranty will apply to the recipient. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts.
c. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Nichesoft’s reasonable control. This would include attempts to modify the data fields contained in the database or problems caused by third party applications that are integrated into the software.
d. REMEDY FOR NICHESOFT’S BREACH OF WARRANTY. NICHESOFT WILL REPAIR OR REPLACE THE SOFTWARE AT NO CHARGE. IF NICHESOFT CANNOT REPAIR OR REPLACE IT, NICHESOFT WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE. IT WILL ALSO REPAIR OR REPLACE SUPPLEMENTS, UPDATES AND REPLACEMENT SOFTWARE AT NO CHARGE. IF NICHESOFT CANNOT REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY. YOU MUST UNINSTALL THE SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS TO NICHESOFTWITH PROOF OF PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE LIMITED WARRANTY.
e. CONSUMER RIGHTS NOT AFFECTED. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS, WHICH THIS AGREEMENT CANNOT CHANGE.
f. WARRANTY PROCEDURES. You need proof of purchase for warranty service.
g. NO OTHER WARRANTIES. THE LIMITED WARRANTY IS THE ONLY DIRECT WARRANTY FROM NICHESOFT. NICHESOFT GIVES NO OTHER EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. WHERE ALLOWED BY YOUR LOCAL LAWS, NICHESOFT EXCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.
h. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. THE LIMITATION ON AND EXCLUSION OF DAMAGES CLAUSE ABOVE APPLIES TO BREACHES OF THIS LIMITED WARRANTY. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY.