Timeless Time and Expense 3.0 3.0.177

EULA - End User License Agreement

Timeless Time Expense 3.0 BINARY CODE LICENSE

SOFTWARE LICENSE – May 1, 2009

1. Grant of License. This binary code license ('License') contains rights and restrictions associated with use of the accompanying software and documentation ('Software'). The Software also includes any updates or additional that Licensor may in the future provide to you or make available to you, to the extent such items are not accompanied by a separate license agreement or terms of use. The Software is licensed, not sold. Licensor is willing to license the Software to you only if you accept the terms and conditions of this License. Read the License carefully before installing the Software. By installing and/or using the Software, you agree to the terms and conditions of this License. Upon your payment of the full license price and acceptance of this License, MAG Softwrx Inc. ('Licensor' or 'MAG Softwrx') grants to you ('Licensee') a non-exclusive, non-assignable, non-transferable limited license to install and use the Software on the terms and conditions set forth herein.

2. Restrictions on Use of Software. Licensee may install and use the Software only for your internal business purposes. Licensee will not rent, lease, lend, sublicense, redistribute or otherwise allow third parties to use the Software or to provide commercial hosting services to third parties. Licensee shall not copy or duplicate the Software (in whole or in part).

3. User License. One user license allows for a single active user. Active user is defined as an individual able to log into the software and enter data. Multiple user licenses may be combined as needed. A user license is not user specific. A user may be inactivated, at which time the license is available for use by a different internal user. At no time may active users outnumber user licenses.

4. No Modification Non-Use by Third Parties. Licensee may not modify the Timeless Time Expense iles, executables, documentation, or otherwise. Licensee may not, directly or indirectly, provide as a service, use of the Software. This License is for the use of the Software in object code form only. Licensee agrees to take all reasonable precautions to secure the Software from distribution to any third party.

5. Other Restrictions. Licensee agrees that the Software is the sole and exclusive property of MAG Softwrx and is proprietary to MAG Softwrx. Licensee shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. Licensee shall have sole responsibility for the installation of the Software.

6. Support. Licensor may provide you with support services related to the Software ('Support'). Web-based support, including e-mail and online knowledge base is provided free for 90 days. Other support is provided at the discretion of Licensor.

7. Trademark. Licensee shall not use MAG Softwrx's name, trademark or trade name in publicity releases or advertising.

8. Export Regulations. You acknowledge that the Product is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

9. Restricted Rights. Use, duplication or disclosure by the government of the United States of America is subject to the restrictions as defined in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable.

10. Governing Law/Jurisdiction and Venue. This Agreement shall be governed by the substantive laws of the State of Colorado, without reference to conflicts of laws rules. The parties agree to submit to the jurisdiction and venue of the state and federal courts located in the State of Colorado for any actions, suits or proceedings arising out of, or relating to, this Agreement, and further agree that service of any process, summons, notice or document by US registered mail to the Licensor's address will be effective service of process for any action, suit or proceeding brought in any such court. Each party waives any right to a jury trial in any such action, suit or proceeding. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one year after the cause of action has arisen.

11. Disclaimer of Warranty. The Software is provided 'AS IS,' without any warranty or representation of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED BY MAG SOFTWRX INC AND ITS SUPPLIERS 'AS IS' WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED BY MAG SOFTWRX AND ITS SUPPLIERS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT OF ANY ACTUAL BREACH OF THIS LICENSE BY MAG SOFTWRX, LICENSEE'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE RECISSION OF THIS LICENSE AND RECOVER OF ANY SUMS BY LICENSEE TO MAG SOFTWRX.

12. Limitation of Liability. MAG SOFTWRX AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IN NO EVENT WILL MAG SOFTWRX OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF MAG SOFTWRX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Termination. Licensee may terminate this License by either returning the Software to MAG Softwrx or destroying the Software (in which event, Licensee shall certify in writing to MAG Softwrx that such destruction has occurred). This License will terminate immediately without notice from MAG Softwrx if Licensee fails to comply with any provision of this License. Upon such termination, Licensee must destroy all copies of Software, and upon MAG Softwrx's request, Licensee shall certify in writing to MAG Softwrx that such destruction has occurred. In the event of a termination of the License for any reason or by any party, Licensee shall have no right to claim a refund for any sums paid by Licensee to MAG Softwrx. From and after the termination of the License for any reason or by any party, Licensee shall not use the Software for any purpose whatsoever and shall not disclose or use the Software (or any part thereof) in any fashion.

14. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Licensor or its licensors, Licensor reserves the right to terminate the License and refund the fee paid by Licensee, if any, and such refund shall be Licensee's sole and exclusive remedy.

15. No Waiver. No waiver by Licensor of any breach of any provision of this Agreement shall be elective unless in writing signed by Licensor. No waiver shall constitute a continuing waiver unless expressly provided in the writing signed by Licensor.

16. UCC Applicability. To the extent the provisions of this License are not inconsistent therewith, this License shall be governed by the Uniform Commercial Code as adopted in Colorado.

17. Entire Agreement. This License constitutes the entire agreement between the parties respecting the subject matter hereof and thereof, and supersedes all previous proposals, negotiations, representations, warranties, commitments, writings and communications between parties. The terms of this License shall prevail notwithstanding any variance with the terms of any purchase order or any other document submitted by Licensee. This License may be amended only through a written document signed by MAG Softwrx and Licensee.