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ELITE SOFTWARE, INC

1. Extended Support via telephone which could involve assisting LICENSEE with converting LICENSEP s database files from a third party software program into a database format recognized by the Elite Property assisting LICENSEE with the Software Program s corrupted database files as outlined in Paragraph 16 of this Agreement reviewing LICENSEE s database files for training purposes or assisting LICENSEE in areas not related to the Elite Property or not related to specialty hardware items purchased from Elite Software Such Extended Support is available at a fee of 150 00 per hour limited to the hours of operation for the Training or Technical Support Departments outlined in Paragraph 12 hereof For purposes of this paragraph an hour is defined as any sixty minute period or portion thereof The fee for Extended Support may change from time to time and any changes are posted on Elite s web site http www elitesoftware com tech tech htm If LICENSEE should desire this advanced level of support LICENSEE agrees to sign and return to ELITE the Evite Software Inc Credit Card Authorization for Extended Training or Technical Support However regarding database files sent by LICENSEE to ELITE for conversion corruption repair or other diagnostic analysis LICENSEE is required to pay a nonrefundable 35 diagnostic fee for ELITE to review LICENSEE s data PRIOR to LICENSEE receiving any Extended Support The diagnostic fee must be prepaid
2. well sealed envelope via U S Certified Mail or other reliable courier that provides written proof of delivery insuring the PCSD with courier against loss or damage for the amount of 3 495 00 If the PCSD is network enabled then LICENSEE agrees to insure the PCSD with courier as set forth in the Ete Software Inc Network License Purchase Agreement The security device repair or exchange fee of 69 00 may change from time to time and any changes are posted on Elite s web site http www clitesoftware com tech tech htm ELITE will not accept any shipment not clearly displaying the RMA number on the outside of the package Once received ELITE will verify the PCSD is the PCSD initially furnished by ELITE to LICENSEE using the unique serial number embedded in the PCSD and verify LICENSEE has prepaid the security device repair or exchange fee Upon verification ELITE agrees to repair or exchange and ship the PCSD back to LICENSEE free of charge provided LICENSEE s business is located within the 48 contiguous states of the United States If LICENSEE s business is in Hawaii Alaska Puerto Rico the U S Virgin Islands or any country outside of the United States LICENSEE agrees to pre pay the shipping costs incurred in shipping the PCSD from ELITE to LICENSEE If the PCSD becomes defective AFTER five years from the date the license to use the Software Program was first purchased LICENSEE must purchase a new PCSD at ELITE s prevailing price
3. Please Initial Here FOLLOW THESE STEPS 1 Please initial the top of EACH page of this agreement 2 Fill in the blanks below and sign this agreement 3 Indicate whether payment is to be made with check or credit card 4 Fax ALL pages of this form to 352 335 1300 If you do not have a fax machine please mail to Elite Software Inc 3324 W University Avenue 130 Gainesville FL 32607 U S A THIS IS A LEGALLY BINDING AGREEMENT PLEASE READ ALL PAGES THIS AGREEMENT IS THE OBLIGATION OF THE LICENSEE NAMED BELOW LICENSEEF s Printed Name IMPORTANT PLEASE READ FIRST If LICENSEE is a corporation or an entity other than an individual then the name of that corporation or entity MUST be printed as LICENSEE Signature of LICENSEE or LICENSEE s Agent Printed Name of Person Signing if NOT an individual or sole proprietor Title of Person Signing Date LICENSEE Address City State Zip Postal Code Phone Fax E mail address LICENSEE listed above is a n Individual Sole Proprietorship Limited Liability Company LLC Limited Partnership Corporation General Partnership LICENSEE provides the following Customer Security Password information for support purposes Select ONLY ONE option below What is your mother s maiden name What is the name of the city you were born in What are the last four digits of your social security number Form
4. by check or credit card If payment is made by credit card LICENSEE agrees to sign and return to ELITE the Exit Software Inc Credit Card Authorization for the Diagnostic Fee This diagnostic fee may change from time to time and any changes are posted on Elite s web site http www elitesoftware com tech tech htm ELITE will determine if LICENSEE s database file can be converted or repaired and will provide LICENSEE with a report of its evaluation within twenty four 24 hours of receipt of LICENSEEP s database files and LICENSEBR s payment of the diagnostic fee If LICENSEE desires ELITE to proceed with converting or repairing database files ELITE will provide such Extended Support once LICENSEE signs the Elite Software Inc Credit Card Authorization for Extended Training or Technical Support ELITE does not guarantee ELITE will be able to convert or repair LICENSEEF s database files and LICENSEE is responsible for all fees incurred whether ELITE is successful or not in its attempt to convert or repair LICENSEE s database file Generally depending on the level of data corruption or conversion ELITE will convert or repair database files within seventy two hours 72 hours of receipt of LICENSEE s signed Elite Software Inc Credit Card Authorization for Extended Training or Technical Support Note A tush fee of 95 can be charged for Extended Support to be performed within twenty four 24 hours However based on a particular situation a
5. for such a device at that time ELITE will replace a network enabled PCSD as set forth in the Elite Software Inc Network License Purchase Agreement LICENSE TRANSFER This Agreement is non transferable and non assignable by LICENSEE without the prior written consent of ELITE Form P 05 Page 2 of 7 11 12 13 14 Please Initial Here ELITE will consider approval of transfer of this license upon receipt of the following from LICENSEE a the Request to Transfer Software License and Integrated License Agreement signed by BOTH LICENSEE and the new licensee and b a non refundable license transfer fee of 200 00 plus payment of any outstanding balances If the transfer is NOT approved by ELITE LICENSEE shall remain the responsible party under this Agreement INDEMNIFICATION OF ELITE FOR SHIPPING RELATED DAMAGE AND LOSSES LICENSEE expressly indemnifies and holds harmless ELITE for any and all losses occurring during shipping of items to or from ELITE ELITE S HOURS OF OPERATION Hours of operation for the Sales Department are Monday through Friday from 10 00 a m to 6 00 p m Eastern Standard Time excluding all holidays Hours of operation for the Training Department are Monday through Friday from 10 00 a m to 6 00 p m Eastern Standard Time excluding all holidays Hours of operation for the Technical Support Department are Monday through Friday from 9 00 a m to 6 00 p m Eastern Standard Time excluding all holida
6. purchase of this license to use the Software Program In the event of notification within the warranty period of defects in materials and workmanship the defective Software Media or documentation will be replaced free of charge and the PCSD will be repaired as set forth in Paragraph 9 hereof so long as LICENSEE mails freight pre paid by LICENSEE the defective material to ELITE along with a dated proof of purchase The sole remedy for breach of this warranty is limited to replacement of the Software Media documentation or PCSD The PCSD warranty is more particularly set forth in Paragraph 9 hereof EXCEPT FOR THE ABOVE WARRANTY THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES ARE PROVIDED AS IS THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES IS ASSUMED BY LICENSEE NEITHER ELITE NOR AGENTS OF ELITE NOR THE CREATORS OF THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES WARRANT OR GUARANTEE THE RESULT TO BE OBTAINED WITH THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES IN TERMS OF CORRECTNESS RELIABILITY OR LEGALITY THE ABOVE IS THE ONLY WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THE LIABILITY OF ELITE OR ANY AGENT OF ELITE OR ANY CREATOR OF THIS SOFTWARE PROGRAM AND Form P 05 Page 4 of 7 22 23 24 25 26 27 28 29 30 31 32 Please
7. s Technical Support Department and during holidays at an additional fee of 80 00 per incident per day This after hours rate may change from time to time and any changes are posted on Elite s web site http www elitesoftware com tech tech htm The after hours fee of 80 00 per incident per day is final and non refundable and must be paid before receiving after hours technical support LICENSEE shall pay this fee each time before receiving after hours technical support If LICENSEE requires such support LICENSEE shall first have a valid credit card ready before calling then contact ELITE to have a technician paged If LICENSEE does not have a credit card or the card is declined LICENSEE will not qualify for after hours technical support It may take as long as one hour until LICENSEE s page is answered Also the moment a technician is paged LICENSEE s credit card is billed the 80 00 fee LICENSEE is obligated to pay this fee even if a LICENSEE resolves the problem before the technician calls LICENSEE b the technician attempts to contact LICENSEE and encounters an answering machine or no answer or c LICENSEE is not satisfied with the assistance provided by the technician DATA CORRUPTION Data corruption from within the Software Program and Elite Salon amp Spa Payroll could occur at any moment and LICENSEE agrees to indemnify and hold harmless ELITE from any liability for such data corruption To minimize problems possibly a
8. Initial Here COMPONENTS AND MODULES UNDER THE LIMITED WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE PROGRAM SOFTWARE MEDIA AND RELATED SOFTWARE AND MATERIALS IN NO EVENT SHALL ELITE OR ANY AGENT OF ELITE OR ANY CREATOR OF THIS SOFTWARE PROGRAM AND COMPONENTS AND MODULES BE LIABLE FOR ANY LOSS OF PROFITS OR ANY OTHER DAMAGES INCLUDING BUT NOT LIMITED TO SPECIAL INCIDENTAL CONSEQUENTIAL OR OTHER DAMAGES SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY OR THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE THIRD PARTY PAYOR LICENSEE shall remain the financially responsible party under this Agreement even if LICENSEE s financial obligations hereunder are being paid by a third party WAIVER No act delay omission or course of dealing between LICENSEE and ELITE shall be a waiver of any of ELITP s rights or remedies under this agreement A waiver by ELITE of any rights or remedies under the terms of this agreement or with respect to any obligation on any occasion will not be a bar to the exercise of any right or remedy on any subsequent occasion All rights and remedies of ELITE hereunder are cumulative and may be exercised singly or concurrently and the exercise of any one or more of them will not be a waiver of any other VENUE AND JURISDICTION Except in matters where exclusive subject matter jurisdiction is reserved in and to the federal courts exclusive ven
9. NSEE may only use the Elite Property on a single computer at any one time and may do so only via a user interface connected directly to said single computer and not in any manner over a network regardless of whether said network is a wide area network WAN or a local area network LAN If LICENSEE desires to use the Elite Property on a network joining one server to one or more workstations via the terminal services feature of any operating system LICENSEE must purchase a separate network license LICENSEE understands the Software Program requires the PCSD to be connected to the back of the computer for the Software Program to function LICENSEE acknowledges the purpose of the PCSD is to assist ELITE in controlling the sale distribution and use of illegal copies of the Software Program LICENSEE may NOT distribute copies of or documentation of the Elite Property to others THE ACTUAL SOFTWARE PROGRAM COMPONENTS AND MODULES AND PCSD REMAIN THE PROPERTY OF ELITE LICENSEE may not sell lease rent or otherwise distribute the license to the Elite Property including the manuals and documentation of same to another person at any price Although LICENSEE may make a backup copy of the Software Program and Components and Modules for LICENSEE s own use LICENSEE is not allowed to make unlimited copies It is illegal to make copies of the Software Program or Components and Modules except for backups exclusively for LICENSEE s use The Software Program and Co
10. P 05 Page 6 of 7 Please Initial Here PAYMENT OPTIONS select one CREDIT CARD PAYMENT I have read and agree to the above terms and conditions of this Agreement regarding the purchase of a license to use the Elite Salon amp Spa Management Software Program I hereby authorize Elite Software to charge my credit card for the purchase of a license to use the software program in the amount of 3 495 00 for the purchase of the license minus any previously paid monthly subscription fees up to a limit of 3 months plus applicable sales tax and costs for shipping and handling I understand and agree all sales are final and non refundable Please charge my __VISA __ MasterCard _ Discover __American Express Credit Card Account Number Exp Date Credit Card Billing Address Zip Postal Code V Code Name as it appears on the card Signature of Cardholder Date CHECK PAYMENT I have read and agree to the above terms and conditions regarding the purchase of a license to use the Elite Salon amp Spa Management Software Program I have decided to remit a payment in the amount of 3 495 00 for the purchase of the license minus any previously paid monthly subscription fees up to a limit of 3 months plus applicable sales tax and costs for shipping and handling My check is included with this order form Signature of Checking Account Holder Date Form P 05 Page 7 of 7
11. Please Initial Here ELITE SOFTWARE INC LICENSE AND PURCHASE AGREEMENT TO CHANGE FROM SUBSCRIBER TO PURCHASER Rev 11 2011 THIS LICENSE AND PURCHASE AGREEMENT the Agreement is to induce Elite Software Inc hereinafter referred to as ELITE to sell a software license to the undersigned and the undersigned hereinafter referred to as LICENSEE acknowledges and agrees to the following provisions 1 APPLICATION OF AGREEMENT This Agreement applies to the following as of the date of this Agreement the most recent release of Elite Salon amp Spa Management software program without regard to the name under which said software program is marketed the Software Program and any and all modules and components of the Software Program including but not limited to Elite Salon amp Spa Payroll Elite Configuration and Elite Network Administrator the Components and Modules regardless of the release of the Components and Modules or the name under which the Components and Modules are marketed The terms of this Agreement also apply to the Purchase Customer Security Device the PCSD that must be connected to the back of the computer in order for the Software Program to function The Software Program the Components and Modules and the PCSD shall be collectively referenced as the Elite Property 2 TERMS OF USE LICENSEE has the non exclusive right to use the Elite Property and its documentation LICE
12. Rico or the U S Virgin Islands LICENSEE shall pay all long distance charges at the rate charged by ELITE s long distance telephone company plus any applicable taxes Basic Support refers to the guidance provided by an ELITE representative to LICENSEE over the telephone Such guidance is limited to answering training questions or supporting technical issues regarding the Elite Property and assistance on specialty hardware items purchased from ELITE and may include prescheduled one hour training sessions If LICENSEE requires troubleshooting outside the scope of Basic Support such as the need for an ELITE representative to review LICENSEF s data or remotely accessing customet s database or guidance in areas not related to the Elite Property or specialty hardware items purchased from ELITE such as guidance on LICENSEE s actual computer hardware the configuration of LICENSEE s computer s settings changing the time or adding a new printer driver or for the loss of network connections and configurations between LICENSEE s computers LICENSEE must a contact LICENSEE s hardware vendor b hire a computer consultant or c request extended training or technical support from ELITE as outlined in Paragraph 14 of this Agreement Note Only specialty hardware items purchased from ELITE are guaranteed to be compatible with the Software Program EXTENDED SUPPORT LICENSEE may request ELITE provide extended training or technical support
13. W University Avenue 130 Gainesville FL 32607 b Once this Agreement is received and approved by ELITE ELITE will ship the software package containing the Software Program and or certain Components and Modules plus a PCSD to the address provided by LICENSEE in this Agreement unless LICENSEE has previously received such items from ELITE LICENSEE may install the Software Program and Components and Modules to a computer and request a ten 10 day grace period allowing the Software Program to function until the PCSD is delivered However if LICENSEE as a subscription customer has previously received and installed a security device LICENSEE shall contact ELITE to request ELITE reprogram LICENSEF s security device from a monthly subscriber to purchaser license d LICENSEE is considered an Initial Purchase Customer and has full unlimited access to the Software Program during the five months following the date the software license was purchased Prior to the end of this initial five month period LICENSEE will be prompted by the Software Program to contact a technician at ELITE If no problems exist with LICENSEE s relationship with ELITE a password will be given by ELITE to LICENSEE allowing LICENSEE to have full unlimited access to the Software Program beyond the initial five month period Once this password is provided by ELITE LICENSEE will be considered a Final Purchase Customer 5 NO REFUNDS ALL payments
14. by LICENSEE to ELITE are final and non refundable Form P 05 Page 1 of 7 6 10 Please Initial Here SOFTWARE RELEASE UPGRADES a IfLICENSEE G pays for Basic Support on an annual or daily basis pursuant to the EAte Software Inc Purchase Customer Basic Support Agreement ot ii elects not to enroll in a Basic Support plan then ELITE will provide at no cost to LICENSEE release upgrades released within the first six 6 months following the date this license to use the Software Program is first purchased by LICENSEE After this initial six 6 month period EACH release upgrade will be available to LICENSEE for a fee LICENSEE may only upgrade to the most recent release of the Software Program and no other release and LICENSEE must pay the applicable fee for EACH interim release upgrade produced by ELITE between the end of the initial six 6 month period following LICENSEP s purchase of this license and the release date of the most recent release of the Software Program b If LICENSEE is enrolled in ELITE s Monthly Basic Support program pursuant to the Elite Software Inc Monthly Basic Support Agreement then within the first six 6 months following the date this license to use the Software Program is first purchased by LICENSEE ELITE will provide at no cost to LICENSEE release upgrades released during said six 6 month period ii within the twenty four 24 month period that begins on the first day of the fir
15. lt of LICENSEE for any reason employing the setvices of a third party computer consultant or other technical personnel SECURITY PASSWORD ELITE may choose NOT to provide support on confidential topics unless LICENSEE provides the Customer Security Password to ELITE such as LICENSEE s mother s maiden name or the name of a pet Note The Customer Security Password is entered below by LICENSEE in the signature area of this agreement An example of when an ELITE technician or trainer may require the customer security password from LICENSEE is when LICENSEE forgets a program password If LICENSEE desires to change the Customer Security Password after this agreement is signed and accepted by ELITE LICENSEE understands LICENSEE must complete sign and return to ELITE an Elite Software Inc Change in Customer Information Form USER MANUAL LICENSEE may view or print the user manuals from the program CD and there is no charge for such electronic manuals LIMITED WARRANTY With respect to the media on which the Software Program and Components and Modules are transmitted to LICENSEE the Software Media and the physical documentation ELITE warrants these items will be free from defects in materials and workmanship assuming normal use for a period of thirty 30 days from the date of purchase of this license to use the Software Program ELITE warrants the PCSD to be free from defects assuming normal use for a period of five 5 years from the date of
16. marks or patent claims ELITE shall be entitled to recover its reasonable legal fees including but not limited to attorney s fees incurred if ELITE prevails in said legal action and its subsequent appeals All delinquent sums due pursuant to this Agreement shall accrue interest at the rate of 1 5 per month ASSIGNMENT This Agreement may be assigned by ELITE in which event ELITE shall be released from all duties and liabilities hereunder LICENSEE shall not assign this Agreement to any other person or entity MODIFICATION The terms of this Agreement may only be modified in writing signed by both parties or by the terms of any subsequent modification by ELITE included in the printed or on screen documentation accompanying any future releases of the Elite Property INTERNATIONAL PROTECTION The intellectual property that is the subject of this license including but not limited to the Elite Property is protected by US Copyright Laws and International Treaties the violation of which may subject LICENSEE to liability for damages caused to ELITE by LICENSEE s violations AUTHORITY TO BIND ENTITY If LICENSEE is a corporation limited liability company LLC limited partnership then the person executing this Agreement is authorized to bind LICENSEE to the terms hereof EFFECTIVE DATE The terms of this Agreement shall become effective on the date this Agreement is executed by LICENSEE and subsequently accepted by ELITE Form P 05 Page 5 of 7
17. mponents and Modules are protected by the copyright laws pertaining to computer software It is illegal to give copies of the Software Program Components and Modules or manuals and documentation of same to another person or to duplicate the Software Program or Components and Modules by any other means including electronic transmission The Elite Property contains trade secrets and in order to protect such trade secrets LICENSEE may not decompile reverse engineer disassemble or otherwise reduce the Elite Property to human perceivable form LICENSEE may not modify adapt translate rent lease or create derivative works based upon the Elite Property or any part thereof 3 PCSD VALUE AND REPLACEMENT The PCSD is ELITE s property The value of a non network enabled PCSD is 3 495 00 If LICENSEE no longer has possession of the PCSD ELITE will replace the non network enabled PCSD at the price of 3 495 00 The value of a network enabled PCSD is established in the Elite Software Inc Network License Purchase Agreement and ELITE will replace a network enabled PCSD as set forth in said network license agreement 4 RELATIONSHIP The relationship between LICENSEE and ELITE will involve a series of steps a Initially LICENSEE will purchase a license to use the Software Program and if applicable certain Components and Modules and provide this signed Agreement to ELITE This Agreement can be faxed to ELITE at 352 335 1300 or mailed to 3324
18. nd or the level of data corruption or conversion the rush fee option may not be available If ELITE is unable to repair LICENSEE s data LICENSEE may elect at LICENSEE s sole option and cost to retain the services of a third party consultant specializing in complex data recovery and repair for the purpose of analyzing and repairing or converting the data submitted by LICENSEE LICENSEE agrees any product rendered by the third party consultant s data analysis may still require additional data conversion and analysis by ELITE subject to the terms of this Paragraph If LICENSEE elects to retain the services of a third party consultant LICENSEE shall first agree to the terms of and execute the Form P 05 Page 3 of 7 15 16 17 18 19 20 21 Please Initial Here Elite Software Inc Third Party Consultant Retention Agreement the provisions of which shall control the relationship between ELITE LICENSEE and the third party consultant If LICENSEE desires extended on site training or technical support LICENSEE agrees to sign and return the Elite Software Inc Extended On site Training or Technical Support Application and Agreement to ELITE EXTENDED SUPPORT AND EXTENDED ON SITE TRAINING OR TECHNICAL SUPPORT ARE NOT AVAILABLE UNLESS LICENSEE IS ELIGIBLE TO RECEIVE BASIC SUPPORT AS SET FORTH IN PARAGRAPH 13 AFTER HOURS SUPPORT Technical support may be provided AFTER the normal office hours of ELITE
19. rising from such corruption LICENSEE shall perform daily backups of LICENSEE s data to external media such as external hard drives or USB flash drives and shall perform such backups using a different drive or flash drive for each day of the week LICENSEE is open for business If LICENSEE happens to encounter data corruption and has no valid backup LICENSEE may send or transfer corrupted data to ELITE for repair purposes under the provisions as set forth in Paragraph 14 of the Agreement If LICENSEE elects to retain a third party consultant as set forth in Paragraph 14 above the provisions of Paragraph 14 and the Elite Software Inc Third Party Consultant Retention Agreement shall control the relationship between ELITE LICENSEE and the third party consultant LIMITATIONS ELITE reserves the right to limit its obligations in Paragraphs 12 13 14 15 and 16 herein to provide technical support training support and or data corruption support to LICENSEE in support of a specific release of the Elite Property to a period ending no earlier than three years from the date that software release upgrade is made available by ELITE to all customers Notwithstanding any other provision herein or any other obligation of ELITE set forth herein or in any other agreement between ELITE and LICENSEE ELITE will not provide support for any software release issued prior to release 6 1 x THIRD PARTY CONSULTANT ELITE will not be liable for any costs incurred as a resu
20. s found on this Agreement CHANGES TO LICENSEE CONTACT INFORMATION Any changes to LICENSEE s name mailing address physical address where the Elite Property is used the customer security password or LICENSEE s telephone numbers during the course of this Agreement shall be provided to ELITE by LICENSEE using the Elite Software Inc Change in Customer Information Form located in the Help screen of the Software Program or over the telephone to an ELITE representative when validated by LICENSEE with the customer security password EXCHANGING OR REPAIRING THE PURCHASE CUSTOMER SECURITY DEVICE THE PCSD ELITE warranties the PCSD for the cost of parts and labor for a period of five 5 years from the date of this Agreement If LICENSEE needs to return a PCSD to ELITE because it appears defective or damaged or LICENSEE desires to exchange a PCSD for another PCSD LICENSEE shall i contact ELITE to request a return merchandise authorization RMA number ii complete the Purchase Customer Security Device Repair Order form located in the Help screen of the Software Program iii ship the PCSD freight pre paid by LICENSEE with the RMA number clearly printed on the outside of shipping package to the following address Elite Software Inc 3324 W University Ave 130 Gainesville FL 32607 U S A and iv prepay 69 00 to be applied toward the security device repair or exchange fee LICENSEE agrees to ship the PCSD in a padded and
21. st month after signing the Ete Software Inc Monthly Basic Support Agreement ELITE will provide at no cost to LICENSEE any and all release upgrades released during said twenty four 24 month period After this twenty four 24 month period upgrades of the Software Program and Components and Modules shall be controlled by the provisions of Paragraph 6 a hereof unless PURCHASER re entrolls in the Monthly Basic Support program for another twenty four 24 month period ADDITIONAL LICENSES FOR USE OF ELITE PROPERTY To purchase additional licenses to use the Elite Property LICENSEE shall sign a separate Elite Software Inc Additional License and Purchase Agreement fot EACH additional license for use of the Elite Property ELITE reserves the right to limit additional licenses acquired by LICENSEE to only purchase and not monthly subscription licenses After the initial six months of free Basic Support as defined herein if LICENSEE elects to renew Basic Support LICENSEE must renew Basic Support for each and every license owned by LICENSEE If LICENSEE owns multiple licenses LICENSEE may not renew Basic Support for only one 1 license owned LICENSEE must be affiliated with the locations where the Software Program is to be used in the same manner of LICENSEBP s affiliation with the location where the Elite Property originally licensed to LICENSEE is used AND all additional license agreements must be signed in exactly the same manner a
22. ue for any action arising from this Agreement shall lie in state court in Alachua County Florida If exclusive subject matter jurisdiction is reserved in and to federal courts exclusive venue shall lie in the United States District Court Northern District of Florida Gainesville Division In either case LICENSEE waives all objections to the personal jurisdiction of said courts over LICENSEE in any such actions ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS As additional consideration for ELITE agreeing to perform its obligations hereunder LICENSEE shall and does waive any and all objections to the personal jurisdiction of the United States District Court Northern District of Florida Gainesville Division over LICENSEE in any action to enforce its copyright trademark and or patent rights against LICENSEE pursuant to any applicable provision of the federal laws acts and regulations of the United States including but not limited to the United States Code Gainesville Alachua County Florida shall be the exclusive venue for bringing any such actions GOVERNING LAW This Agreement shall be governed by the laws of the State of Florida applied to contracts entered into in the State of Florida to be performed in the State of Florida by Florida residents COSTS OF LITIGATION In the event of any legal action and its subsequent appeals between ELITE and LICENSEE arising from this Agreement or otherwise including but not limited to any copyright trade
23. ys and Saturday from 10 00 a m to 2 00 p m Eastern Standard Time excluding all holidays Hours of operation for the Accounting Department are Monday through Friday from 10 00 a m to 2 00 p m Eastern Standard Time excluding all holidays ELITE s hours of operation are subject to periodic change and these periodic changes will be posted on Elite s web site http www clitesoftware com tech tech htm INITIAL BASIC SUPPORT ELITE will provide to LICENSEE from the date LICENSEE purchases this license to use the Software Program six months of free basic training and technical support Basic Support via the telephone Thereafter Basic Support may be purchased on an annual monthly or daily basis At the time of execution of this Agreement the annual rate is 295 00 per each license owned by LICENSEE plus 100 00 for every network license per every five computers owned by LICENSEE the monthly rate is 30 00 per each license owned by LICENSEE plus 10 00 for every network license per every five computers owned by LICENSEE and the daily rate is 95 00 per each license owned by LICENSEE plus 35 00 for every network license per every five computers owned by LICENSEE Rates for Basic Suppott ate subject to petiodic change which will be posted on Elite s web site http www elitesoftware com tech tech htm In addition to a payment to cover the fee for Basic Support if LICENSEB s business is located outside the United States Puerto

ELITE SOFTWARE, INC

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