VERTEX SOFTWARE
END USER LICENSE AGREEMENT

NOTICE TO USER:
THIS IS A CONTRACT BETWEEN YOU AND VERTEX SYSTEMS OY (“Vertex”), FINLAND.
By installing, copying, or otherwise using the VERTEX SOFTWARE PRODUCT, you agree to be bound by the terms of this Software license agreement. If you do not agree to the terms of this agreement, promptly return the unused SOFTWARE PRODUCT to the place from which you obtained it for full refund.

1.0 DEFINITIONS
1.1 “Designated System” means an equipment configuration comprising of a single
central processing unit and associated equipment for which Vertex normally will
assign a system identification number.
1.2 “Designated Site” means the location of the Designated Equipment.
1.3 “Software” means one or more computer programs in either source or object
code form and any related materials provided by Vertex including, but not limited
to manuals, flow charts, logic diagrams, drawings and program listings.
1.4 “Use” means storing, loading, installing, executing or display of Licensed
Software by Customer on the Designated Equipment.
1.5 “Proprietary Information” means documentation, software programs and such
other information or portions thereof as are provided by Vertex and which are
proprietary and/or confidential to Vertex. Proprietary Information may include
property of third parties who have granted licenses to Vertex.
1.6 “Vendor” means any entity from which Vertex has acquired rights to provide
its products to Vertex customers.

2.0 LICENSE
2.1 In return for payment of the Software License Fee and upon initial use of
the Software on the Designated Equipment, Vertex grants Customer a
non-exclusive, non-transferable license to use the Software on the System
designated by Vertex, or if the system identification number is not designated,
the System on which the software product is first used. The number of
concurrent users of the Software on each designated system shall not exceed
the specified maximum number of users. If the number of users is not specified,
this Software License is for one concurrent user on each Designated System.
2.2 Title to all copies of Licensed Software remains in Vertex or in third
parties from whom Vertex has acquired license rights. This Software License
does not transfer any title or ownership in the Software, nor any rights in
the source code of the Software and shall not be construed as a sale of any
rights in the software.
2.3 If Customer is unable to operate the Licensed Software on the designated
system due to an equipment malfunction, customer may transfer to and use the
Licensed Software temporarily on another system.
2.4 Customer may relocate the Designated System, provided that Customer informs
Vertex of such transfer in writing.
2.5 This License, the Licensed Software and any other information provided by
Vertex to Customer and any licenses and rights granted hereunder, may not be
sold, leased, sublicensed or otherwise transferred, in whole or in part, by
Customer, except as provided in Articles 2.3 and 2.4 above.
2.6 If Customer upgrades or replaces the licensed System by another System,
which is compatible with the Licensed Software, the Software can be relicensed
for use by Customer on the replacement system subject to Vertex s upgrade
policies then in effect. Vertex reserves the right to require an additional fee
for the transfer of the Software to new or additional Systems.
2.7 Customer may make copies of the Software, in whole or in part, only for
archival and backup purposes. These copies must include Vertex s or Vendor s
copyright and proprietary notices as in the originally supplied Software.
Customer may make copies of user manuals for their own use.
2.8 Customer shall not disassemble, decompile or otherwise reverse engineer the
Licensed Software.
2.9 Customer s Software License does not include the right to updates, upgrades
or other support services. Support may be made available under a separate
Software Support Agreement.
2.10 Customer will, upon Vertex s request, provide reasonable opportunity for
Vertex to monitor and verify Customer s compliance with this Software License
Agreement.

3.0 DELIVERY, INSTALLATION AND ACCEPTANCE
3.1 Unless installation of the Software has been ordered from Vertex, customer
shall be responsible for installation of the Licensed Software on the Designated
System.
3.2 Acceptance shall occur upon delivery of the Licensed Software, or if
Customer has ordered installation by Vertex, the Licensed Software shall be
deemed accepted at the date of installation.

4.0 TERM AND TERMINATION
4.1 The term of each Software License will begin upon delivery of the Software
and is subject to termination provisions of this Article.
4.2 Customer may terminate this license upon thirty (30) days prior written
notice to Vertex. Customer shall not be entitled to any refund or credit for any
license fees or other charges.
4.3 This Software License shall automatically terminate on any transfer or
attempted transfer of the Licensed Software other than permitted in this
agreement.
4.4 Vertex has the right to terminate this License if Customer fails to comply
with the provisions of this Software License Agreement.
4.5 Customer shall, immediately upon transfer or termination of the Software
License, destroy or return to Vertex the Software and all copies of the
Software and related documentation. If requested by Vertex, Customer shall
provide to Vertex a written statement to certify that no further copies of the
Software or related documentation exist in Customer s possession or archives.
4.6 Notwithstanding any termination, the obligations set forth in Article 5.0
shall survive this Software License Agreement.

5.0 PROTECTION OF PROPRIETARY INFORMATION
5.1 The Software provided by Vertex constitutes a valuable asset and is to be
considered Proprietary Information.
5.2 Customer shall not reproduce or copy Proprietary Information except as
expressly permitted in this License Agreement. Customer shall not make disclose
or make Proprietary Information available to any third party.
5.3 Customer shall make reasonable efforts to notify and inform its employees
having access to Proprietary Information of Customer s obligations regarding
non-disclosure and copying of the Software.

6.0 WARRANTIES
6.1 Vertex hereby warrants that it has the right to grant a license to use the
Software to Customer and that it has the right and power to enter into this
License.
6.2 Vertex warrants that the Licensed Software will substantially conform to its
published specifications. Vertex s entire liability under this warranty shall be
to use reasonable efforts to correct such defects which are reported to Vertex
in writing within ninety (90) days from the date of delivery.
6.3 Vertex does not warrant that the operation of any of the Software will be
uninterrupted or error free, or that functions contained in the Software will
operate in the combinations which may be selected for use by Customer, or that
the Software will meet Customer s requirements. Vertex s warranty obligations
shall be void if the Software has been modified without the written consent of
Vertex.
6.4 The warranties set forth in this Article are subject to the limitations of
Article 7.0.

7.0 LIMITATION OF LIABILITY
7.1 Vertex does not warrant that the operation of the software products will be
uninterrupted or error free or that all errors will be corrected as a result of
products or services rendered hereunder. Further, Vertex makes no warranty of
any kind, with respect to any products or service provided hereunder, including
but not limited to the implied warranties of merchantability and fitness for a
particular purpose. This agreement states the entire obligation of Vertex with
respect to the software products and in no event will Vertex have any obligation
or liability of damages, including but not limited to indirect, special or
consequential damages arising out of or in connection with the use use,
performance, existence, furnishing or functioning of any products, support or
services provided hereunder.
7.2 In no event will Vertex be liable for any lost revenues or profits or other
special, indirect or consequential damages, even if Vertex has been advised of
the possibility of such damages.
7.3 Vertex s maximum liability for damages, in any event, shall be limited to
the lesser of Customer s actual damages or the license fees paid by Customer
under this License for the particular Licensed Software upon which the action
is based.

8.0 PRICES AND TAXES
All prices and license fees listed in connection with this Software License
Agreement are exclusive of taxes and Customer agrees to bear and be
responsible for the payment of all such taxes .

9.0 CONNECTIVITY
9.1 The Software may, without additional notice and on an intermittent or regular
basis, facilitate Customer s access to services that are hosted on websites
maintained by Vertex.
9.2 If Vertex becomes aware of any possible violations by Customer of any
provision of the Terms, Vertex reserves the right to investigate such violations,
and Vertex may, at its sole discretion, immediately terminate your rights
hereunder, in whole or in part, without prior notice to you.

10.0 GENERAL
10.1 If any term of this Software License Agreement is invalid under an
applicable stature or rule of law or held invalid by a court of competent
jurisdiction, the term shall be omitted without effect on the remainder of the
license.
10.2 Vertex s failure to enforce any term of this Software License Agreement is
not a waiver of the right to enforce the terms of the License.
10.3 This Software License Agreement shall be governed by and construed in
accordance with the laws of Finland. Any disputes arising from this Agreement
shall be finally settled by arbitration in accordance with the Arbitration
Rules of the Finnish Central Chamber of Commerce. The place of arbitration
shall be Tampere, Finland. The language to be used in the arbitral proceedings
shall be finnish.