Software License Agreement for TenCon Software

Thank you for selecting TenCon software. This Software License Agreement (the “Agreement”) gives you certain rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the “Software”). This Agreement governs your and your agents’ access to and use of the software. If you do not accept this Agreement, you will not be able to use the Software. If you’re not completely satisfied with your purchase, you may return it to the place of purchase within 30 days of the date of your purchase, along with your dated receipt, for a full refund. See Section 7. Satisfaction Guaranteed below for more details. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.1. LICENSE GRANT AND RESTRICTIONS. TenCon Business Solutions, Inc. (“TenCon”, “us”, “we”, “our”) grants you (“you” and “your” means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.

(i) Single User License You may: (a) install the Software on one computer for access and use by only one specific person. If you purchased a valid license for the Software, you may request an additional CDROM copy of the software for an additional fee, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(ii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software; and (d) copy the Software in whole or part, except as expressly stated in (i), or (ii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of TenCon or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by TenCon and may be subject to a transfer fee determined by TenCon in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact TenCon to transfer license at Support@TenCon.com regarding transferring your license to the new company.

(iv) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.

(v) If you obtained a license for the free version of the Software, there may be additional restrictions on the amount of data or records you can input and use within the Software, as stated within the Software or the accompanying documentation.

(vi) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the TenCon software, the term “Software” includes any other programs, tools, applications, internet-based services, components and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that TenCon provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that TenCon generally makes available to other users of the Software. Certain Software may be accompanied by, and will be subject to, additional terms.

2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold and TenCon reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. TenCon owns the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of TenCon.

3. TenCon SERVICES. You may be made aware of or offered services, features, products, applications, online communities, offers and promotions provided by TenCon (“TenCon Services”). If you decide to use TenCon Services, you may be subject to additional terms and conditions governing these TenCon Services. You acknowledge that in accessing certain TenCon Services through the Software you may upload certain data from your account(s) such as employee and vendor names, addresses and phone numbers, purchases, and sales among others, to the Internet. You hereby grant TenCon permission to use information about your business and usage experience to enable us to provide the TenCon Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services TenCon may provide to you in the future. You also grant TenCon permission to combine your company information with that of others in way that does not identify you or any individual personally to improve services and to compare business practices with other company standards.

4. THIRD PARTY SERVICES. In connection with the promotion or your use of the Software, you may be made aware of or offered services, features, products, offers and promotions provided by third parties, and not by TenCon, such as internet based offerings (“Third Party Services”). Third Party Services may be subject to the terms and conditions specified by the third party providing such Third Party Services. If you decide to use Third Party Services, you are responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. You authorize TenCon to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. Your participation in such Third Party Services indicates your acceptance of the terms and conditions for such Third Party Service. You agree that the third party, and not Intuit, is solely responsible for the performance of the Third Party Services.

5. THIRD PARY WEB SITES. The Software and Services may contain or reference links to third party websites. Some of these links are provided as a convenience only. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by TenCon or its Suppliers (defined in Section 8 below) of any information contained in any third party website. In no event will TenCon or its Suppliers be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any other website is at your own risk, and you should be aware that linked websites may contain terms and privacy policies that are different from those of TenCon and its Suppliers. Neither TenCon nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them. You are responsible for providing, at your expense, any access to the Internet and any required equipment including any mobile devices.

6. ADDITIONAL TERMS.

A. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with TenCon within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies, which are included above. Enabling others to use your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.

B. Software Updates and Programs. If and when you connect to the Internet and use the Software, TenCon may also include updates in the transmission or install programs you may have requested.

C. Help and Support. TenCon may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and TenCon Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by TenCon from time to time.

D. FEEDBACK. TenCon may provide you with a mechanism to provide feedback, suggestions and ideas about its Software and Services and participate in online communities (“Feedback”). You agree that TenCon may, in its sole discretion, use the Feedback you provide to TenCon in any way, including in future modifications of TenCon, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant TenCon a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.

7. SATISFACTION GUARANTEED/LIMITED WARRANTY.

(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 30 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from TenCon, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 30 days of purchase via U.S. mail to TenCon Business Solutions, Inc., Returns Department, 3859 Bee Ridge Rd, Ste 101, Sarasota, FL 34233. (b) You obtained the Software directly from TenCon via an Internet download; you may submit a written request to Intuit including your name, contact and product order information to TenCon Business Solutions, Inc., Returns Department, 3859 Bee Ridge Rd, Suite 101, Sarasota, FL 34233.

(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CDROM to TenCon Business Solutions, Inc., Returns Department, 3859 Bee Ridge Rd, Suite 101, Sarasota, FL 34233 within 30 days of shipment (or in the case of a retail purchase, within 30 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CDROM and a check for the applicable amount published by TenCon (currently twenty dollars ($20) per replacement), plus applicable taxes, to TenCon Business Solutions, Inc., Returns Department, 3859 Bee Ridge Rd, Suite 101, Sarasota, FL (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address or (b) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.

8. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7 ABOVE, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TENCON, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. TENCON DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, INTUIT DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT TENCON AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. TENCON EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

All warranties or guarantees given or made by TenCon with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.

9. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL TENCON BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF TENCON AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TENCON AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET TENCON’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF TENCON, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN

IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TENCON AND YOU. TENCON WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

10. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).

(a) Consent to Electronic Communications. TenCon may be required by law to send “Communications” (as defined below) to you that may pertain to the Software, the use of information you may submit to TenCon, and the Third Party Services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that TenCon, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.tenconsolutions.com. You consent to receive these Communications electronically.

The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.

(c) Communication Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “I accept the terms of the license agreements” button and accepting this Agreement, you are confirming to us that you have each of these and the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at TenCon Business Solutions, Inc., 3859 Bee Ridge Rd, Suite 101, Sarasota, FL 34233. Clearly state your desire to withdraw consent of electronic communication. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Software and Third Party Services.

(e) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by sending us an email notification at support@tenconsolutions.com (please include both your old and new email addresses).

14. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and TenCon and sets forth the entire liability of TenCon and its Suppliers and your exclusive remedy with respect to the Software, TenCon Solutions, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of TenCon are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on TenCon. Any waiver of the terms herein by TenCon must be in a writing signed by an authorized officer of TenCon and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by Florida law as applied to agreements entered into and to be performed entirely within Florida, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Sarasota County, Florida or federal court for the Southern District of Florida. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” This Agreement does not limit any rights that TenCon may have under trade secret, copyright, patent or other laws.

11. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by TenCon immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect Intuit’s rights hereunder. TenCon shall have the right to change or add to the terms of its Agreement at any time (provided that it is not TenCon’s intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means TenCon determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any TenCon sponsored web site, including www.tenconsolutions.com.

The TenCon Software is subject to TenCon’s discontinuation policy and TenCon reserves the right to discontinue all support for the TenCon Software, and/or for any features, online or other services or content accessible through the TenCon Software in accordance with its current discontinuation policy. If the TenCon Software offers services that require a connection to an TenCon server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with TenCon’scurrent discontinuation policy.

TenCon’s current discontinuation policy is to provide support for the TenCon Software for the most current version of the TenCon Software plus the prior two years’ versions.

12. EXPORT RESTRICTIONS. You acknowledge that this software is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this product, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re- export restrictions imposed by US law.

13. U.S. GOVERNMENT. The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

14. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not “HIPAA-ready” or “HIPAA-compliant” and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.