END-USER LICENSE AGREEMENT FOR CDA SOFTWARE

CDA Service Manager ©2019 All rights reserved.

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (Either an individual or a single entity) and Custom Data Associates, doing business as CDA Software(CDA)with which you acquired the CDA software product license identified above ("SOFTWARE PRODUCT" or "SOFTWARE"). The SOFTWARE LICENSE includes computer software, the associated media, any printed materials, and any "online" or electronic documentation. By installing, copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, CDA is unwilling to license the SOFTWARE PRODUCT to you. In such event, you may not use or copy the SOFTWARE PRODUCT, and you should promptly contact CDA for instructions to discontinue the use of the product.

SOFTWARE PRODUCT LICENSE

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.

1. GRANT OF LICENSE. This EULA grants you the following rights:

*Software. CDA will provide the required user licenses to access an SQL Server Installation to one business site only. This is referred to as a "Site License". You may install and use one copy of the CDA SQL SERVER Software to control one SITE LICENSE ONLY. You may install and use the CDA Work Station Application on any number of devices provided they adhered to the paid license requirements. Additional CDA Server installations or additional business locations being controlled by one CDA Server will require additional SITE LICENSES.

*Remote Access. Your Work Station login accounts will allow access to your SQL data server from any device or computer with access to an internet connection. You may install a CDA Work Station Application on multiple devices, however, each login license will only allow you to connect with one device at a time. If you are logged in on one device and then login with another using the same Work Station license, the system will terminate the login from the original device. The number of Work Station accounts is only limited to the number of licenses you purchase.

*SQL Server Requirements. CDA Service Manager v10 is designed to work with a Cloud SQL Server and Storage. Although we highly recommend Microsoft Azure services to handle these tasks, you may provision your own Local SQL server and storage. CDA will provide basic assistance with the required setup for the CDA server-side software and database usage. If advanced IT help is needed, Our IT staff is available at our standard fees. CDA IS NOT RESPONSIBLE FOR THE CONFIGURATION, PERFORMANCE, BACKUP, SECURITY, MAINTENANCE, OR ANY CHARGES INCURRED IN THE USE OF THE SQL SERVER OR ANY ADDITIONAL SERVICES REQUIRED TO USE OR MAINTAIN THE CDA DATA AND STORAGE. CDA IS NOT RESPONSIBLE FOR COSTS ARISING FROM DOWN TIME DUE TO SERVER OR INTERNET ISSUES.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

*Limitations on Reverse Engineering, De-compilation and Disassembly. You may not reverse engineer, de-compile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

*Software Transfer. You may permanently transfer all of your rights under this EULA only as part of a sale or transfer of business ownership, provided you retain no copies and transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), AND the recipient agrees to the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT. The new owner must re-register the user software licenses with CDA in order to maintain accessibility to the software.

*Termination. Without prejudice to any other rights, CDA may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, your user licenses will be revoked and access to the software will cease.

3. OEM COPYRIGHT.

*All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by CDA Software. Any other images or logos used within the software are owned by their respective companies. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

4. TRIAL PERIOD.

*The CDA Service Manager v10 product is billed on a monthly basis. You will receive your 1st month free. If you are not satisfied with the product for any reason, you may cancel your license subscriptions. Cancellation must be requested prior to your next Billing Cycle. License fees cannot be pro-rated, and they are non-refundable. Once your cancellation request is received, your service will terminate at the end of your current billing cycle.

5. Client License Term.

A client license is granted on a per-month basis and is charged the assigned monthly rate on the 1st day of each billing cycle. You may add or remove client licenses at any time. The licenses are not pro-rated; therefore, a terminated license will not take effect until the next billing cycle. A license that was added and then removed within 24 hours will not be charged.

6. Except for the limited warranty set forth above, the software is provided "AS IS". CDA makes no other warranty, express or implied, with respect to the software and/or user documentation and specifically disclaims the implied warranties of merchantability and fitness for a particular purpose. CDA does not warrant that the software will meet your requirements or expectations or that the operation of the software will be uninterrupted and/or error free. You are solely responsible for the evaluation and selection of the software to achieve your intended results and for the results obtained.

7. This software is designed to be a service management aid and is not guaranteed to comply fully with any local governments. In addition, it is not marketed as an accounting package.

* CDA does not make any guarantees that the included reports will provide the results required by any specific region or government. The reports are only provided as tools to allow the end user to sort data to help obtain information that will assist in the required reporting to their local governments. It is the end users sole responsibility to assure the data being reported to their governments is accurate and complies.

* Local Government tax requirements can become very complicated and often change. Although CDA makes every effort to comply with these rules, we cannot guarantee the accuracy of the results provided. It is the end user’s responsibility to assure accurate reporting of taxes to your government.

LIMITATION OF REMEDIES AND LIABILITY

Technical Support, Training, and Upgrades:

1. CDA will provide FREE telephone technical support provided that the support calls are directly related to the CDA Service Manager product. We will assist, at no charge, with the hardware configuration needed to run the CDA Service Manager program only. All other hardware related issues must be directed to a qualified network administrator. We will also provide free training on a scheduled basis. Support for issues not related to the CDA Service Manager program will be available on a charge basis.

· Upgrades are free and will be automatically installed as they are released. You will always be running the very latest software builds.

2. CDA uses Real-Time Interfaces with 3rd party companies to provide you with the business connections needed for you to do business with these companies. CDA cannot be held responsible for the services rendered, technical support, delays, or any other results acquired from the individual companies. These interfaces are provided as a convenience and should be used at your own discretion. CDA will make every effort to keep these interfaces up-to-date.

3. Customer data, entered in the CDA data tables manually or by any other function such as a real-time interface, should be safeguarded. It is your responsibility to assure that all vital customer data is not misused and that you adhered to all agreements entered into by other parties pertaining to the use of customer data. CDA Software will not be liable to you or any other party for the misuse of data in your possession.

4. CDA will, at no charge, correct any significant errors in the software that make it unusable.

Under no circumstances, and notwithstanding any failure of the essential purpose of any limited remedy provided for herein, shall CDA Software be liable to you for any damages, claims, or losses whatsoever, including but not limited to any claims for lost profits, lost savings or other special, incidental or consequential damages arising out of the use or inability to use the software and/or the user documentation regardless of the circumstances. CDA will not be responsible for transmission errors, corruption of data, computer viruses, or for the security of data during transmission via public telecommunications facilities or other types of communications providers.