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License Agreement

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NECS entrée V4 SQL and RELATED ADD-ON MODULES

SOFTWARE END USER LICENSE AGREEMENT

THIS SOFTWARE END USER LICENSE AGREEMENT (“THIS AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOUR COMPANY (LICENSEE) AND NECS, INC., A CONNECTICUT "CLASS C" CORPORATION WITH ITS OFFICE LOCATED AT 322 EAST MAIN STREET THIRD FLOOR, BRANFORD, CT 06405 (NECS).

THIS AGREEMENT GIVES YOU THE RIGHT TO USE entrée V4 SQL (THE “SOFTWARE”). BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.

1.Grant of License. This Agreement grants you a non-exclusive, nontransferable, non-sub licensable license to install and use one (1) copy of the specified version of the Software to be installed on your server and designated workstations based upon the user license count purchased.

2.Ownership. The Software is licensed and not sold to you. This Agreement grants you only the right to use the Software, but you do not acquire any rights, express or implied, in the Software other than those specified in this Agreement. NECS retains all rights, title, and to the Software, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The Software is protected by copyright laws, international treaty provisions, and other intellectual property laws. Therefore, other than as expressly set forth herein, you may not copy the Software without prior written authorization of NECS, except that you may make one (1) copy of the Software for your back-up purposes only. You may not edit any printed or electronic materials accompanying the Software.

3.License Restrictions. Except as provided otherwise herein, you shall not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software. You shall not, and you shall not permit any third party, to reverse engineer, decompile, or disassemble the Software. You may not remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the Software. You may not modify or adapt the Software, merge the Software into another program or create derivative works based upon the Software. You may not copy the Software onto a greater number of workstations than your purchased user license count.

4.Termination. This Agreement shall be effective upon installation or first use of the Software and shall terminate (i) at the discretion of NECS, due to your failure to comply with any term of this Agreement; (ii) failure to pay quarterly support fees; or (iii) upon destruction of all copies of the Software and related materials provided to you by NECS hereunder. NECS rights and your obligations shall survive the termination of this Agreement.

5.Upgrades. NECS may, at its sole option, make upgrades to the Software available by general posting on a website or by any other means or methods. Such upgrades may be made available pursuant to the terms of this Agreement or the release of such upgrades to you may be subject to your acceptance of another agreement.

6.Support Services. NECS is not obligated to provide technical or other support (“Support Services”) for the Software. NECS offers Support Services via a separate agreement known as the "NECS Software Maintenance Agreement". This is a paid agreement for Software support services and minor program updates of which you must be in good standing for such services to be carried out by NECS technical support personnel and/or access to the Software update download section of the NECS website.

7.Limited Software Warranty. The Software, Software maintenance services and Software updates, are provided "AS IS", without warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, or fitness for a particular purpose. NECS does not warrant that the functions contained in this Software will be uninterrupted or error-free. The entire risk as to the quality and performance of the Software is with the Licensee. SHOULD THE SOFTWARE PROVIDED BE DEFECTIVE, YOU (NOT NECS) ASSUME THE ENTIRE COST OF ALL-NECESSARY SERVICING, REPAIR, OR CORRECTION. WHILE EVERY PRECAUTION HAS BEEN TAKEN IN THE PREPARATION OF THIS SOFTWARE, NECS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS, OR FOR DAMAGES RESULTING FROM ITS USE OR MISUSE. IN NO EVENT SHALL NECS BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY BY THIS SOFTWARE. IN NO EVENT WILL NECS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF NECS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BE ANY OTHER PARTY.

8.Notwithstanding the foregoing, NECS IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE.

9.Licensee agrees to defend and indemnify NECS and hold NECS harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's business operations.

10.Refund Policy. We have a no refund policy on the Software and related software modules. We do this because we offer free, fully functional trial versions which allow you to use the Software before your decision to purchase. These trial versions allow you to test the Software risk-free. Also our software is provided without any copy restrictions, meaning that once it is installed, NECS has no means to ensure it is no longer being used.

11.Governing law. This License Agreement is governed by the law of the State of Connecticut applicable to Connecticut contracts. Any dispute that arises regarding this agreement or the Software must be governed through the Connecticut court system.

This document covers system features of entrée V4 SQL. No part of this document may be reproduced in any form or by any means - graphic, electronic, or mechanical, including photocopying, recording, taping, or information storage and retrieval systems - without the written permission of NECS, Inc.

Please visit our website at necs.com to learn about our other add-on modules, products and services. Contact our NECS Sales Department at sales@necs.com for more information.

NECS, Inc. 322 East Main Street Third Floor Branford, CT 06405

Office Hours: Monday - Friday from 8:30AM EST - 5:30PM EST

Toll Free: 800.766.6327 (NECS)

Legal Notices

Information in this document is subject to change without notice. Complying with all applicable copyright laws is the responsibility of the end user. Without limiting the rights under copyright, no part of this document may be reproduced without the express written consent of NECS, Inc.

NECS, Inc. may have patents, patent applications, trademarks, or copyrights covering subject matter in this document. Except as expressly provided in any written license agreement from NECS, the furnishing of this document does not give you any license to these patents, trademarks, or copyrights.

entrée and NECS Food Distributing System are trademarks of NECS, Inc. in the United States and/or other countries. NECS, Inc. may have patents, patent applications, trademarks, or copyrights covering subject matter in this document. Except as expressly provided in any written license agreement from NECS, the furnishing of this document does not give you any license to these patents, trademarks, or copyrights.

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