APS CORPORATION END USER SOFTWARE AGREEMENT IMPORTANT: READ CAREFULLY BEFORE INSTALLING, DOWNLOADING OR USING THE SOFTWARE This Software Agreement ("Agreement") is between You (either an individual or an entity), the End User, and Automatic Payroll Systems, Inc. ("APS"). The Agreement authorizes you to use the Software specified in Clause 1 below. This is an agreement on end user rights and not an agreement for sale. APS continues to own the Software. Read this Agreement carefully before using the Software. By clicking on the "I Accept" button, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, promptly click on the "I Do Not Accept" button. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. 1. SOFTWARE. As used in this Agreement, the term "Software" means, collectively: (i) the software product identified above (ii) other media with which this Agreement is provided, including the object code form of the software delivered via Web page (iii) digital images, stock photographs, clip art, or other artistic work ("Stock Files") (iv) related explanatory written materials and any other possible documentation related thereto ("Documentation"); (v) fonts (vi) upgrades, modified versions, updates, additions (collectively "Updates"), if any, licensed to You by APS under this Agreement. 2. END USER RIGHTS AND USE. APS grants to You a non-exclusive, non-transferable end user right to use the Software. 3. LIMITATIONS ON END USER RIGHTS. You may not copy, distribute, or make derivative works of the Software inclusive of the following: (a) You may not use, modify, translate, reproduce or transfer the right to use the Software or copy the Software except as expressly provided in this Agreement. (b) You may not resell, sublicense, rent, lease or lend the Software. (c) You may not reverse engineer, reverse compile, disassemble or otherwise attempt to discover the source code of the Software (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the Software. (d) Unless stated otherwise in the Documentation, You shall not display, modify, reproduce and distribute any of the stock files or images included with the Software. In the event that the Documentation allows You to display the Stock Files, You shall not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. You should review the "Read-Me" files associated with the Stock Files that You use to ascertain what rights You have with respect to such materials. Stock Files may not be used in the production of libelous, defamatory, fraudulent, infringing, lewd, obscene or pornographic material or in any otherwise illegal manner. You may not register or claim any rights in the Stock Files or derivative works thereof. (e) You agree that You shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. 4. COPYRIGHT. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold. 5. COMMENCEMENT & TERMINATION. This Agreement is effective from the first date You access the Software. Your end user rights automatically and immediately terminate without notice from APS if You fail to comply with any provision of this Agreement. 6. YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER APS, ITS LICENSORS OR AFFILIATES NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY APS OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR USE AND RESULTS OBTAINED FROM IT. 7. NO OTHER OBLIGATIONS. This Agreement creates no obligations on the part of APS other than as specifically set forth herein. 8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APS, ITS EMPLOYEES OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF APS OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. TECHNICAL SUPPORT. APS has no obligation to furnish You with technical support unless separately agreed in writing between You and APS. 10. NOTICES. All notices should be delivered to: APS INC 631 Milam Street Suite 201 Shreveport, LA 71101 11. APPLICABLE LAW & GENERAL PROVISIONS. This Agreement shall be governed by, construed and enforced under, and subject to, the laws of the State of Louisiana. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. Such omission does not change the intent or binding nature of any or all of the rest of this Agreement, which shall be in full force and effect. This is the entire agreement between APS and You relating to the Software and it supersedes any prior representations, discussions, undertakings, end user agreements, communications or advertising relating to the Software.