THESE SOFTWARE LICENSE TERMS (THE “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SK GLOBAL SOFTWARE, LLC (“SKG”) GOVERNING YOUR USE OF THE DOWNLOADED SKG SOFTWARE. SKG IS UNWILLING TO LICENSE OR OTHERWISE AUTHORIZE YOUR USE OF THE SKG SOFTWARE EXCEPT ON THESE TERMS. BY INSTALLING, HAVING INSTALLED, SUBSCRIBING TO, OR USING THE SKG SOFTWARE, YOU ACCEPT THESE TERMS (INCLUDING ANY CHANGES MADE TO THESE TERMS FROM TIME TO TIME). IF YOU DO NOT ACCEPT THESE TERMS, DO NOT INSTALL, HAVE INSTALLED, SUBSCRIBE TO, OR USE THE SKG SOFTWARE. 

THESE TERMS ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF SKG’S OBLIGATIONS AND RESPONSIBILITIES TO YOU, AS LICENSEE OF THE SOFTWARE, AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF SKG RELATING TO THE SUBJECT.

THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (see Section 9), AN EXCLUSIVE REMEDY (see Section 9), AND LIMITATIONS ON LIABILITIES (see Section 10), ALL OF WHICH FORM AN ESSENTIAL BASIS OF THESE TERMS.

1.	Definitions.	The following terms shall have the following meanings when used in these Terms.

“Confidential Information” means and includes all such information, material and data of the Disclosing Party or any third-party (i) labeled or designated in writing as confidential or proprietary, (ii) which is verbal or otherwise intangible and the Disclosing Party advises the Receiving Party or its employees and/or agents is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: all electronic data of the Disclosing Party, information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses and internal developments. A “Receiving Party” is a Party that received Confidential Information from the other Party.  A “Disclosing Party” is a Party that gives Confidential Information to the other Party.

“Documentation” means and includes, without limitation, all operating specifications, technical and design specifications (as may be unique or specifically applicable to you), installation and use instructions, and user manuals provided to you and all other documentation necessary for your use of the Software in the manner described herein.

“Fees” means the Subscription Fees.

“Licensee Data” means your electronic data or information inputted into the Software by you.

“Software” means SKG’s proprietary Bank Statement Integration for Business Central software and third-party software licensed to you pursuant to these Terms and identified in the purchase order or similar document prepared by SKG (the “Order”), and includes all updated, modifications, upgrades, corrections, fixes and enhancements made by SKG (“Updates”) for all similarly situated licensees as part of Software Assurance.

“Party” means each of SKG and you. SKG and you are collectively, the “Parties.”

“Software Assurance” means access, at no charge so long as you are current on your Subscription Fees, to periodic maintenance releases, in addition to free upgrades to new versions of the Software. Software Assurance includes any Updates to the Software.

“Subscription Fees” means the periodic fees paid by you to SKG for your license  of the Software.

“Third-Party Applications” means applications licensed from third parties which connect with or interoperate with the Software, whether or not purchased from SKG.

2.	License Grant. For each Software license purchased, SKG grants to you and all of your authorized users of the Software, including your employees, agents and contractors acting on your behalf, a non-transferable and non-exclusive, world-wide, license to use, for your business purposes only, a single copy of the Software, including Documentation, on a single licensed instance of Microsoft’s Business Central on one (1) and only one (1) Business Central production environment of your choice, for the number of users licensed in the Order. You may permit a third-party that provides technology outsourcing services to host, implement and/or support the Software solely on your behalf (but not for that third-party’s own use). You may transfer each such license, without cost, to another Business Central environment, provided the Software is not resident on more than one (1) Business Central production environment at a time. In addition, you may make and install any number of copies of the Software on any number of Business Central environments for development, testing, disaster recovery, backup or archive purposes, provided such copies shall not be used for production purposes. Except as otherwise expressly provided in these Terms, you may not:

•	use or copy (except for required backup) the Software, or any copy, adaption, transcription, or merged portion thereof, except as expressly authorized by these Terms
•	reverse engineer, decompile or disassemble the Software
•	publish the Software for others to copy
•	rent, lease or lend the Software
•	use the Software for commercial software hosting services

3.	Ownership and Intellectual Property Rights Protection.

3.1	SKG or its third-party licensors, if any, shall have sole and exclusive ownership of all right, title and interest in and to the Software and all modifications and enhancements thereof, except for the license rights expressly provided in these Terms. You acknowledge and agree that the Software consists of proprietary, unpublished products of SKG or its third-party licensors, protected under copyright law and trade secret laws generally. Your use of the Software is limited to the rights expressly granted in these Terms. You will devote commercially reasonable efforts to ensure that all of your personnel and all other persons afforded access to the Software shall protect it against improper use or dissemination. You agree not to remove any product identifications, copyright or other proprietary notices from the Software or Documentation. SKG acknowledges that, as between SKG and you, all right, title and intellectual property rights in and to the Licensee Data is owned exclusively by you.

3.2	The Parties acknowledge that, as between the Parties and the third-party providers of any Third-Party Applications, all rights, title and intellectual property rights in and to the Third-Party Applications is owned exclusively by the third-party providers of any Third-Party Applications or their licensors.

4.	Confidentiality.

4.1	Each Party may disclose certain of its Confidential Information to the other Party in the course of its performance. Each Receiving Party agrees that it will only use the Disclosing Party’s Confidential Information to the extent necessary to perform its obligations under these Terms, and further agrees that it shall not disclose the Disclosing Party’s Confidential Information to anyone other than authorized employees and agents of such Receiving Party and its Affiliates (or persons designated by such duly authorized employees and agents) on an “as needed basis” to perform Receiving Party’s obligations. Receiving Party shall not use the Disclosing Party’s Confidential Information for its own benefit, for the benefit of its employees and/or agents, or for the benefit of any third-party. Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use and access using the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care.

4.2	The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came into Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, (iii) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by judicial, arbitral or governmental order or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party.

4.3	Confidential Information shall remain the exclusive property of the Disclosing Party and no patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Section 4 (including all subsections) or any disclosure of Confidential Information to the Receiving Party, except as otherwise expressly set forth in these Terms. Receiving Party acknowledges that any use or disclosure of Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Section 4 (including all subsections) may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief will be inadequate, and agrees that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure, without limitation or waiver of any other remedy available at law or in equity. 

5.	Subscription Fees.

5.1	Subscription Fees are due and payable as provided in the Order. Notwithstanding the foregoing, you acknowledge that you will not receive activation keys (and consequently the Software will have limited functionality) until the first installment of the Subscription Fees are paid in full. After the initial term set forth in the Order, the Subscription Fees are based on SKG’s list price for the Software in effect at the time of renewal of the license for the Software.  The Subscription Fees paid by you are paid in consideration of the license granted under these Terms. Except as otherwise expressly provided in these Terms, SKG does not refund Subscription Fees. 

5.1	You acknowledge that if you fail to pay Subscription Fees prior to the commencement of a renewal term, the Software will deny you access to the Software at the end of the term for which Subscription Fees have been paid.

6.	Term and Termination. These Terms and the license granted hereunder shall remain in full force and effect unless terminated by a Party pursuant to the following rights:

6.1	The initial term of these Terms commences as provided in the Order. The length of the initial term of these Terms is set forth in the Order. These Terms will terminate upon expiration of the initial term or any renewal term should you fail to pay Subscription Fees for the next succeeding term prior to the expiration of the initial term or any renewal term. SKG is not liable for any damages or costs incurred in connection with expiration of the Software license.

6.2	Notwithstanding any other provision of these Terms, SKG may terminate these Terms and the license upon ten (10) days prior written notice to you of your failure to timely pay Subscription Fees owed by you to SKG if such failure remains uncured at the expiration of such notice period.

6.3	Either Party may terminate these Terms and the license (i) upon thirty (30) days prior written notice to the other Party of a material breach by the other Party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.  In the event you terminate these Terms due to any uncured breach by SKG, then you shall receive a pro rata refund of the Subscription Fees paid for the remainder of the current term.

7.	Limited Warranty; Disclaimer; Sole Remedy; Indemnification. SKG warrants to you: (a) for a period of one (1) year from the date you download the Software, and for 30 days after any Updates, that the Software will substantially conform to the then current Documentation, and that all material functions will perform, provided that the Software is used on the computer hardware and with the operating system for which it was designed and all Updates are installed; (b) that SKG is the owner of the Software or otherwise has the right to grant to you the license to use the Software as set forth in these Terms without violating any proprietary rights of any third-party; (c) Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components; and (d) that the Software will not infringe the intellectual property rights of any third-party (provided this warranty does not apply if the alleged infringement results from (i) your modification of the Software, or (ii) the combination, operation, or use of the Software with any product, data, apparatus, or business method that SKG did not provide, or (iii) the distribution, operation or use of the Software for the benefit of a third-party or (iv) your failure to install any Updates made by SKG to the Software that would have eliminated the infringement) (the “IP Warranty”). This limited warranty does not extend to your alterations and customizations, Licensee Data, Third-Party Applications or third-party customizations. No reseller, consultant or any third-party is authorized to make any representation or warranty to you regarding the Software. SKG further warrants that the IP Warranty will extend for a period of one (1) year from the date you first run any Updates made by SKG to the Software; provided that you is current on the Subscription Fees.

THE FOREGOING ARE THE ONLY WARRANTIES MADE BY SKG. SKG MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY SKG. EXCEPT FOR A BREACH OF THE CONFIDENTIALITY PROVISIONS OF THESE TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SKG is not responsible for any aspect of a Third-Party Application that you may purchase, license, subscribe to or connect to or through the Software, or any interoperation or other information related to the foregoing. If you install or enable a Third-Party Application for use with the Software, you agree that SKG may enable such third-party provider to access Licensee Data for the interoperation of such Third-Party Application with the Software. SKG is not responsible for any exchange of data or other interaction between you and a third-party provider of the Third-Party Application. Any such exchange or interaction is solely between you and such third-party provider and is subject to a separate privacy policy or other terms governing your access to or use of the Third-Party Application. SKG shall not be responsible for any disclosure, modification, corruption or deletion of Licensee Data resulting from any such access by a Third-Party Application for third-party providers.

In the event you discover any failure of the Software to substantially conform to published Documentation (an “Error”), your sole remedy is to return such Software to SKG for correction of such Error, or if SKG, after reasonable efforts, is unable to correct such Error, SKG shall provide a refund of the Subscription Fees you paid for the Software. Because computer programs are inherently complex and may not be completely free from errors, you is advised to verify your work and make periodic backups of Licensee Data.

SKG will indemnify you against all costs, losses, damages and expenses arising out of or in connection with a breach by SKG of the IP Warranty (“IP Indemnity”).

8.	Limitation of Liability. Except for SKG’s liability under the IP Indemnity, and further excluding each Party’s breach of its confidentiality obligations, each Party’s cumulative liability under these Terms, including any cause of action sounding in contract, tort, or strict liability, shall in no event exceed the total amount of Subscription Fees paid or payable by you for the twelve (12) months immediately preceding the date that the events giving rise to the cause of action occurred. All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of these Terms have been breached or have proven ineffective.

9.	Assignment. You may not assign, transfer or sublicense your rights under these Terms without the prior written consent of SKG, which consent shall not be unreasonably withheld. 

10.	Modification of Terms.  SKG reserves the right from time to time to modify the terms applicable to the licensees of the Software, including you, and as a result to modify these Terms.  If SKG makes a material change to any of the Terms, then SKG will notify you by either sending an email to the notification email address or by mail to the mailing address which has been provided to SKG.  The current version of the SKG Software License Terms can also be found on Microsoft AppSource.  If the change has a material adverse impact on you and you do not agree to the change, you must so notify SKG in writing within thirty (30) days after receiving notice of the change. If you notify SKG as set forth in this Section 12, then your license of the Software will remain governed by the Terms as in effect immediately prior to the change until the end of the then current subscription term. If you renew the license for the Software at the end of the current term, it will be renewed under SKG’s then current SKG Software License Terms.

11.	Enforceability; Entire Agreement; Survival. If any term or provision of these Terms is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions of these Terms or the validity or enforceability of the offending term or provision in any other situation. These Terms, together with the Order, are the entire agreement between the Parties related to the subject matter herein.  Any terms of these Terms which, by their nature, survive termination of these Terms shall remain in effect notwithstanding termination.

12.	Notice. All notices under these Terms shall be in writing and shall be deemed to have been given upon:  (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by email with confirmation of receipt.  Notices to SKG shall be addresses to SK Global Software, LLC, 940 Gemini Street, Suite 200, Houston, TX 77058; Email: accounting@sksoft.com. Notices to you shall be addressed to the contact provided to SKG in the Order.

13.	Governing Law The interpretation of these Terms and any claims arising from these Terms shall be governed by the laws of the State Florida without regard to conflicts of law principles.