WM Software, Inc. End User License Agreement IMPORTANT - READ THIS ENTIRE DOCUMENT CAREFULLY. By downloading, installing, copying, accessing or otherwise using the software, you agree to be bound by the terms of this WM Software End User License Agreement (this “Agreement”). Your acceptance of the terms of this Agreement is the only way for you to obtain the right to use the software in any manner. If you do not accept all the terms in this Agreement you must immediately cease all use of the software and delete or destroy all your copies of the software. This Agreement is a legally binding agreement between you (either as an individual or an entity using the software) and WM Software, Inc. (“WM Software”) for the software product (the “Software”) that accompanies this Agreement. If you do not agree to all the terms of this Agreement, you cannot copy, install, access, use, run, or register the Software and may return it to the place from which you obtained the Software for a refund of your purchase price, if applicable. 1. GRANT OF LICENSE. Subject to your compliance with the terms of this Agreement, WM Software grants to you a limited, non-exclusive, revocable right to install and use the Software and the documentation related to the Software on one computer. The Software is considered to be installed or in use on a computer when it is installed or copied to a persistent storage device, such as a hard disk or other storage device, that can be accessed by the computer or when it is loaded into temporary memory (for example, RAM) of the computer. The Software may not be shared or used concurrently on more than one computer. A single instance of a virtual machine is considered to be one computer. If the Software is installed on a network server or other system that physically allows shared access to the Software, you agree to provide technical or procedural methods to prevent use of the Software by individuals not specifically licensed to use the Software pursuant to this Agreement. You may not be able to exercise your rights to access the Software under this Agreement unless you purchase and activate the Software in the manner described during the launch sequence. The Software may include technological measures to prevent the unauthorized copying of the Software. You agree that WM Software may use these technological measures, including features included in the Software or additional software, to prevent unauthorized use of the Software or otherwise enforce the terms of this Agreement. You may not make unauthorized copies of the Software, attempt to circumvent, or actually circumvent any copy protection technology included in the Software. This Agreement applies to updates, supplements, add-on components, or Internet-based service components of the Software that WM Software may provide to you or make available to you after the date on which you obtain your initial copy of the Software, unless those updates, supplements, add-on components, or Internet-based service components are accompanied by separate terms. 2. COPYRIGHT. The Software is owned by WM Software and is protected by applicable copyright laws and international treaty provisions. WM Software reserves all rights not expressly granted to you in this Agreement. The Software is licensed, not sold. This Agreement does not grant you any rights in or to trademarks or service marks of WM Software. Software identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred, or used for any purpose other than demonstration, test or evaluation. The Software is licensed as a single product. Its component parts may not be separated unless expressly permitted by this Agreement. 3. TERM. This Agreement remains in force until you stop using the Software in compliance with all terms and conditions of this Agreement or until WM Software terminates this Agreement. Your failure to comply with all terms of this Agreement automatically terminates this Agreement and any licenses or permissions granted by this Agreement. 4. OTHER RESTRICTIONS. You may not rent, lease, or otherwise permit any third party to access, install, or use the Software in exchange for anything of value. You may not redistribute the Software or any portion of the Software without the prior written approval of WM Software. You may not reverse engineer, decompile, or disassemble the Software. If the Software is an update or has been updated, any permitted transfer of the Software must include the most recent update and all prior versions. You may not assign this Agreement without the prior written consent of WM Software. 5. EXPORT RESTRICTIONS. You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable export control laws and will defend, indemnify, and hold harmless WM Software and all suppliers to WM Software from and against any claims, costs, or expenses arising out of your violation of such export control laws, including reasonable attorneys’ fees. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. 6. CONSENT TO USE DATA AND NAMES. You agree that WM Software and its affiliates may collect and use technical information related to the Software or its use gathered as part of product support services provided to you, if any. WM Software may specifically use this information to improve our products or to provide customized services or technologies and will not disclose this information in a form that personally identifies you unless required by law or legal process. You also agree that WM Software may use your company name, logo, and trademarks in its advertising solely to promote goods and services of WM Software. This consent to use your company name, logo, and trademarks can be revoked by sending written notice to WM Software. 7. LIABILITY. IN NO EVENT WILL WM SOFTWARE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, PROFITS, USE OF INFORMATION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY UPDATE, EVEN IF WM SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WM SOFTWARE WILL NOT BE LIABLE TO YOU FOR ANY FAILURE OR DELAY CAUSED BY EVENTS BEYOND WM SOFTWARE'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, YOUR FAILURE TO FURNISH NECESSARY INFORMATION; SABOTAGE; FAILURE OR DELAYS IN TRANSPORTATION OR COMMUNICATION; FAILURES OR SUBSTITUTIONS OF EQUIPMENT; LABOR DISPUTES; ACCIDENTS; SHORTAGES OF LABOR, FUEL, RAW MATERIALS OR EQUIPMENT; OR TECHNICAL FAILURES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THE MAXIMUM LIABILITY OF WM SOFTWARE FOR ANY AND ALL LOSSES, CLAIMS, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, INCLUDING THOSE NOT MENTIONED) UNDER THIS AGREEMENT (WHETHER FOR INDEMNITY OR OTHERWISE) IS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID DIRECTLY (IF ANY) TO WM SOFTWARE UNDER THIS AGREEMENT. 8. UPGRADES. To upgrade a Software product, you must first be licensed for the product identified by WM Software as eligible for the upgrade. After upgrading, you may no longer use the product that formed the basis for your upgrade eligibility. When you install an upgrade, the upgrade replaces the Software being upgraded and will then be considered to be the Software under this Agreement. 9. PAYMENT. You agree to not hold WM Software liable if payment for the Software is not made. When working with an Authorized WM Software Reseller, you agree to check with the reseller that proper payment for this software license has been made. The official list of Authorized WM Software Resellers can be found by contacting WM Software. For all other payments of software licenses, including direct purchases from the WM Software website, WM Software invoices, or WM Software sales representatives, you agree to make any and all payments solely to WM Software Inc., 3660 Center Road, Suite 371, Brunswick, OH 44212. 10. MANDATORY ACTIVATION. There are technological measures in the Software that are designed to prevent unlicensed use. You may not be able to exercise your rights to the software under this Agreement after a finite number of days and/or product launches unless the license is activated. The Software may need reactivated if you modify your computer hardware or alter its software. WM Software may and will use these measures to confirm you have a legally licensed copy of the software. If you are not using a licensed copy of the Software, you are not allowed to install the Software or future updates. You may transfer your copy of the Software to a different device. After transferring the Software to a different device, you must completely remove the Software from the former device. Transfer requires re-activation. 11. SUBSCRIPTION LICENSES. If the Software is licensed to you on a subscription basis, you agree to pay a subscription fee for each subscription period (each, a “Term”) in order to use the software. An Initial Term of one year begins on the date you receive an order number from WM Software for the Software. Renewal Terms are for a period of one year beginning on an anniversary of the date upon which the Initial Term began. During each Term, you will have access to all updates, enhancements, upgrades, or new releases of the Software, and reasonable technical support access by the Internet to WM Software's technical support staff (not to exceed two incidents per month) for consultation in the use and operation of the Software. If you choose not to purchase a subscription for a renewal Term, at the end of the then-current Term you must cease all use of the Software and remove the Software from your computer. You agree that WM Software may use technological measures, including features included in the Software, or additional software, to prevent use of the Software or otherwise enforce the terms of this Agreement during any period for which you have not purchased a subscription. 12. DISCLAIMER OF WARRANTY. THE SOFTWARE (INCLUDING INSTRUCTIONS FOR ITS USE) AND ANY SERVICES PROVIDED BY WM SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WM SOFTWARE FURTHER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. The entire risk arising out of the use or performance of the Software, including any hot fixes, supplements, updates, and documentation remains with you. In no event will WM Software, its authors, or anyone else involved in the creation, production, or delivery of the Software be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Software or documentation, even if WM Software has been advised of the possibility of such damages. Because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Any supplements or updates to the Software, including without limitation, any service packs or hot fixes that WM Software may provide to you are not covered by any warranty or condition, express, implied, or statutory. WM Software does not warrant that: (a) operation of any of the updates will be uninterrupted or error free, (b) that functions contained in the updates will operate in combinations which may be selected for use by you or meet your requirements, or (c) that the updates will detect all viruses, Trojan horses, worms or other software routines or hardware components designed to permit unauthorized access to or to disable, erase or otherwise harm any software, hardware or data. WM Software’s entire liability and your exclusive remedy will be, at the option of WM Software, either the (i) return of the price paid or (ii) repair or replacement of any update that does not operate in accordance with its documentation, when returned to WM Software. WM Software will have no obligation whatsoever if failure of the update has resulted from accident, abuse or misapplication. Any replacement software will be warranted to the extent provided in this Agreement for the remainder of the original warranty period or thirty (30) days, whichever is longer. Any warranty provided in this Agreement is in lieu of any other warranty, express or implied, arising under any law or in any manner whatsoever. In addition, in no event shall WM Software be responsible for the provision of any services for any Software with respect to which you have not paid the applicable annual license fee (including, without limitation, applicable renewal fees). 13. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.277-7013 or subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software - Restricted Rights 48 CFR 52.227-19, as applicable. Manufacturer is WM Software, Inc., 3660 Center Road, Suite 371, Brunswick, OH 44212. 14. CHOICE OF LAW. This Agreement is made under, governed by, and will be construed in accordance with the laws of the State of Ohio, excluding its laws regarding conflicts of law. Any dispute arising out of or in connection with this Agreement will be adjudicated exclusively in the state or federal courts in and for Medina County in the State of Ohio. By agreeing to this Agreement you consent to exclusive personal jurisdiction and venue in those courts and to service of process from those courts. Should you have any questions concerning this Agreement, or if you desire to contact WM Software for any reason, please contact WM Software, Inc., 3660 Center Road, Suite 371, Brunswick, OH 44212. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties that relates to the licensing of the Software and replaces and supersedes all prior oral or written representations, agreements, promises, or other communications that pertain to the subject matter of this Agreement. This Agreement may not be amended or modified except by a written agreement that specifically refers to this Agreement and that is signed by both you and an authorized representative of WM Software. If any provision of this Agreement is found to be unenforceable or invalid, the remaining parts will remain in full force and effect. The failure of either party in any one or more instances to insist upon strict performance of any of the terms or provisions of this Agreement will not be construed as a waiver or relinquishment, to any extent, of any right to assert or rely upon any such terms or provisions in the future. Paragraph headings are for convenience only and do not affect the meaning of this Agreement. The parties may execute or otherwise indicate their agreement to this Agreement in one or more counterpart copies, including electronic copies, each of which will be deemed an original.