PayGo SP distribution permissions and end-user license agreement

In consideration of the covenants and conditions set forth herein, the parties agree as follows:

This Software Purchase Agreement ("Agreement") is entered by and between Christian James, Inc. (hereinafter "Christian James, Inc." or "Licensor") and YOU (hereinafter "Purchaser").

1. Software purchased; Price; Payment terms; Upgrade fees; Extended Support Club membership fees. CJI grants Purchaser pursuant to the terms and conditions of this Agreement a nontransferable, nonexclusive license to use the PayGo SP™ software (“PayGo SP™” or “Software”). Purchaser agrees to pay the Software License Fee and any Extended Support Club Membership Fee that is ordered at the time of Software purchase.

2. Service and Technical Support Execution of this contract provides automatic membership in the CJI Buddy Club at no additional charge (terms explained in the attached CJI Support Club document). Supplemental maintenance plans are available for a yearly fee, and will automatically take affect the first (1st) day of the month following the Testing Period (contract item 4. (A)).

- Buddy Club Membership: Included. Conditions of the Buddy Club are:

a. Thirty (30) days access to Live Telephone Technical Support (763 684-1257), activated upon delivery of a CJI Solution. Our telephone support staff is available Monday through Friday, from 8:30 a.m. – 5:00 p.m. CST, with the exception of major holidays.
b. Searchable Answers on the CJI website. On the hunt for an answer to a common question? Perhaps, instructions about how to set up one of our scanners on a Mac or PC? Find it fast on Searchable Answers, available 24 hours a day, seven days a week.
c. Product Updates via the CJI website. Occasionally, we decide to make cosmetic changes to our software, or fix an extremely rare bug that might pop up in one of our programs. Product Updates gives you access to the latest updated version of your software.
d. Email-based Technical Support. Every email inquiry receives a response from our technical support staff within two (2) business days.

- WeCare Club Membership (requires high speed internet): $349 / year.
- Friendship Club Membership (dial-up internet): $449 / year.
- Ala Carte Club (membership not required): Pricing on a per-incident basis.

Purchaser agrees to provide valid credit card for annual renewal of membership.

3. Warranty and Limitation of Remedy. Christian James, Inc. will, at its option, either furnish substitute hardware or software products or refund the purchase price for any original hardware or software products proven defective in material or workmanship within ninety (90) days of purchase. The liability of Christian James Inc. for any claim for product defect, breach of warranty or any other claim with respect to the goods and services provided under this agreement, whether in tort or contract, shall be limited to the replacement or repair of the product or service or, at the option of Christian James Inc., a refund of the price paid for such product or service. THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ANY CLAIM EXCEED THE PRICE PAID FOR THE PARTICULAR PRODUCT OR SERVICE INVOLVED. UNDER NO CIRCUMSTANCES WILL CHRISTIAN JAMES INC. BE LIABLE FOR LOST PROFITS OR ANY OTHER SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. Christian James , Inc. will not accept returns without prior authorization. Returns may be subject to shipping and re-stocking charges.

4. Installation and Testing. Purchaser shall be responsible for the following: (a) installation of PayGo SP™ from PayGo Software CD. (b) installation of hardware components and necessary software and of assuring proper machine configurations; (c) the establishment of adequate backup plans; and (d) implementing sufficient recovery procedures and checkpoints to satisfy its own requirements for security and accuracy of input, as well as, system restart and recovery in the event of a malfunction. Any damage, defect, or failure of the Software due to Purchaser failing to abide by the conditions set forth in this paragraph shall be the sole responsibility of Purchaser. Christian James, Inc. shall in no event be liable in any form for any damage, defect, or failure resulting from Purchaser`s failure to abide by the terms set forth in this paragraph.

(A) Customer shall have thirty (30) days (the "Testing Period") commencing upon delivery of the PayGo SP™ software, to test the Software for substantial compliance with the software`s specifications. During the Testing Period, Purchaser shall provide notice to Christian James of any failure of the Software to substantially comply with such specifications. Upon receipt of such notice, Licensor shall use its best efforts to remedy the failure and install a fix within fourteen (14) business days. If such notice is provided by Purchaser to Christian James, Inc., the Testing Period shall be extended through the thirtieth day after Christian James, Inc.`s receipt of notice of a failure of the Software. Acceptance of the Software shall occur if Customer does not provide notice of a failure of the Software during the initial or any subsequent Testing Periods.

5. Ownership. Purchaser agrees that Christian James, Inc. Owns all proprietary rights, including patent, copyright, trade sectret, trademark and other proprietary rights in and to the PayGo SP™ software, and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software, whether made by Purchaser or any third party. Under non circumstances shall Customer sell, license, publish, distribute or otherwise transfer to a third party the PayGo SP™ Software or any copy thereof, in whole or in part, without Christian James, Inc.`s prior written consent.

6. Purchaser`s Representations. Purchaser acknowledges it is required to provide Christian James, Inc. certain data information for use with the Software. Purchaser hereby warrants the information provided by Purchaser to Christian James, Inc. is true and accurate. Any damage, defect or failure of the Software due in whole or in part on the inaccuracy of the information provided by Purchaser shall be the sole responsibility of Purchaser.

7. Confidentiality. Purchaser hereby agrees the ideas and expressions contained within the Software are confidential, proprietary and/or trade secrets. Purchaser agrees to maintain these items in confidence. Purchaser hereby covenants, warrants, represents and agrees it shall not directly or indirectly for any reason whatsoever disclose, provide, or otherwise make available, in whole or in part, the Software to any third-party; provided, however, Purchaser may disclose this information to the extent necessary to its employees and consultants on the condition said individuals are informed of the confidentiality of this information and agree to hold the same in confidence. This paragraph shall survive the termination of this Agreement. Purchaser agrees to the following restrictions on use:

(A) Purchaser shall use PayGo SP™ only for Purchaser`s own business;

(B) Customer, solely to enable it to use PayGo SP™ , may make one archival copy of the Software computer program, provided that the copy shall include the Licensor`s copyright and any other proprietary notices. Customer shall have no other right to copy, in whole or in part, PayGo SP™ . Any copy of PayGo SP™ made by the Purchaser is the exclusive Property of Christian James, Inc.

(C) Purchaser agrees that only Christian James, Inc. Shall have the right to alter, maintain, enhance or otherwise modify the software. Purchaser shall not disassemble, decompile or reverse engineer the PayGo SP™ computer program.

It is mutually agreed that upon the breach of this paragraph, Christian James, Inc. shall be entitled to injunctive relief both pendente lite and permanently since the remedy at law shall be inadequate and insufficient. Purchaser agrees should it be found to have violated this paragraph, Christian James, Inc. will be entitled to recover its damages sustained by Purchaser`s violation of this paragraph, including its costs and reasonable attorney`s fees.

8. Notice. Any and all notices called for under this Agreement shall be in writing, and presented personally or by certified mail, postage prepaid, or recognized overnight delivery services to the Purchaser or Christian James, Inc.

9. Governing Law; Jurisdiction; Venue; Attorney Fees. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. Should it be necessary to institute an action to enforce any of the terms contained in this Agreement, Purchaser agrees said action shall and must be instituted in Wright County District Court, State of Minnesota. Purchaser hereby waives any and all defenses based on lack of personal jurisdiction or forum non conveniens. Should Purchaser default under any of the terms of this Agreement, Purchaser hereby agrees to pay the reasonable attorney`s fees incurred by Christian James, Inc. in enforcing the terms of this Agreement. The attorney`s fees shall be paid by Purchaser irrespective of any damages recovered or any relief afforded to Christian James, Inc..

10. Cancellation of Agreement. This Agreement may be canceled by either party, without damage, for any reason within the first three (3) business days following the Agreement`s execution. Said cancellation must be by written notice.

In addition, this Agreement may be canceled if during thirty (30) days following the Software and hardware`s installation based on the Software`s nonperformance, provided the following are met: (a) Purchaser provides written notice of the nonperformance within the thirty (30) day time period; and (b) Christian James, Inc. is unable to correct the nonperformance issue within forty-five (45) days after receiving notice. However, the Agreement may not be canceled if it is determined the cause of nonperformance was due to Purchaser`s improper use of the Software, or the Purchaser`s violation of any of the terms of this Agreement.

11. Default. Should either party default under the terms of the Agreement, they shall provide the other written notice identifying the specific issue of default. The defaulting party has thirty (30) days thereafter to cure the default. Purchaser shall be in default under this Agreement should any of the following occur: (a) Purchaser`s material failure to abide by and/or satisfy any of the obligation imposed by this Agreement; (b) Purchaser`s application for protection pursuant to the United States Bankruptcy Code or other insolvency laws; (c) the appointment of a receiver to handle Purchaser`s business affairs; or (d) Purchaser, without obtaining the prior written consent of Christian James, Inc., transferring, selling, licensing or otherwise conveying the Software to a third-party. Should Purchaser breach any portion of this paragraph, it agrees to return to Christian James, Inc. all copies of the Software currently in its possession. In addition, it agrees to remove the Software from all computers in its possession and grants Christian James, Inc. access to its business premises to ensure the provisions of this Paragraph have been satisfied.

12. Indemnification. Christian James, Inc. shall defend and indemnify against any action brought against Purchaser based on a claim the Software infringed a United States patent, copyright or trademark provided that (i) Christian James, Inc. is promptly notified in writing by Purchaser of any notice of such claim; (ii) Christian James, Inc. shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; and (iii) Purchaser shall permit Christian James, Inc., at Christian James, Inc.`s option and expense, either to procure for Purchaser the right to continue using the Software, or modify the Software so that it becomes non-infringing

13. Entire Agreement. This Agreement states the parties` entire agreement and understanding of the subject hereof. This Agreement supersedes all prior understanding and agreements. Any prior agreement or understandings between Christian James, Inc. and Purchaser are null and void.

14. Modification. This Agreement may be modified only in a writing signed by both Christian James, Inc. and Purchaser.

15. Severability. If any provision or clause of this Agreement as applied to either Christian James, Inc. or Purchaser or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, said adjudication shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement.

16. Paragraph Headings. Paragraph headings used throughout this Agreement are for convenience only and shall not be used to construe meaning or intent.

17. Execution in Counterparts. This Agreement may be executed in counterparts, and/or by facsimile, each of which shall be deemed to be an original, and all of which shall constitute the same Agreement.

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