Software License Agreement

ADVANCED RETAIL POS, ADVANCED RESTAURANT POS, BUSINESS INVENTORY MANAGER BASIC, BUSINESS INVENTORY MANAGER PRO, ALL-IN-ONE INVOICE SOFTWARE AND RELATED SOFTWARE COMPONENTS

This SMS Software Enterprises, Inc. Software License Agreement is a legal agreement between you (either an individual or a single entity) and SMS Software Enterprises, Inc. for ALL their software products identified above, which include computer software, documentation and the associated printed materials ("Software Product" or "Software").

PLEASE READ THIS AGREEMENT BEFORE USING THIS SOFTWARE. YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BY USING THIS SOFTWARE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THIS SOFTWARE.

GENERAL

The Software is owned by SMS Software Enterprises, Inc. and is protected by U.S. copyright laws and other laws and by international treaties.

LICENSE GRANTS

Subject to the terms and conditions of this Agreement, SMS Software Enterprises grants to you the non-exclusive, non-transferable, non-concurrent, world-wide license to install and use this Software.

You have no rights to use the Software beyond those specifically granted in this section.

LICENSE RESTRICTIONS

EXPORT CONTROLS: If the Software is for use outside the United States of America, You agree to comply with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to insure that the Software is not exported in violation of United States law.

You may not decompile, disassemble, or reverse engineer any object code form of any portion of the Software. You may not make access to the Software available to others in connection with a service bureau, application service provider, or similar business.

TITLE

You acknowledge and agree that all right, title and interest in and to the Software, including all intellectual property rights therein, are the property of SMS Software Enterprises, Inc., subject only to the licenses granted to you under this Agreement. This Agreement is not a sale and does not transfer to you any title or ownership in or to the Software or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related thereto.

NON-TRANSFERABILITY

You may not rent, transfer, assign, sublicense or grant any rights in the Software, in full or in part, to any other person or entity.

WARRANTY

THE SOFTWARE IS DISTRIBUTED AND PROVIDED "AS IS" AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SMS SOFTWARE ENTERPRISES, INC. BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES, DATA OR OTHER ECONOMIC ADVANTAGE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SMS SOFTWARE ENTERPRISES, INC. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

Applicable Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles and without regard to the 1980 U.N. Convention on Contracts for the International Sale of Goods. The federal and state courts of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement, with venue, respectively to be in the Central District Court, Los Angeles, and the Superior Court of California, County of Los Angeles. You expressly consent to (i) the personal jurisdiction of the state and federal courts of California, and (ii) service of process being effectuated upon you by registered mail.

Invalidity and Waiver. Should any provision of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. The failure of any party to enforce any of the terms or conditions of this Agreement, unless waived in writing, will not constitute a waiver of that party's right to enforce each and every term and condition of this Agreement.

U.S. Government Restricted Rights. The Software is 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 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is SMS Software Enterprises, Inc., Los Angeles, California USA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SMS SOFTWARE ENTERPRISES, INC. WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.