TVPX 1031Depreciation Solution 5.5

EULA - End User License Agreement

SOFTWARE LICENSE AGREEMENT

READ CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE YOU CLICK ON THE ACCEPT BUTTON. BY CLICKING ON THE ACCEPT BUTTON AND DOWNLOADING THE TVPX 1031 DEPRECIATION SOFTWARE (SOFTWARE), YOU (WHETHER AN INDIVIDUAL OR FORMAL LEGAL ENTITY) ("LICENSEE") HAVE CREATED A LEGAL AGREEMENT (AGREEMENT) WITH MICROTECHWARE, INC. ("MICROTECHWARE") AND TIME VALUE PROPERTY EXCHANGE (TVPX), AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Section 1 -- GRANT OF RIGHTS
1.1 Software License (30-day trial period). Subject to the terms, conditions and restrictions set forth in this Agreement, Microtechware and TVPX hereby grant, and Licensee hereby accepts, a personal, non-exclusive right and license to use the Software solely for internal evaluation purposes in a non-production environment in machine-readable form only for a period not to exceed thirty (30) days. During the 30-day trial period only, Licensee may distribute the Software to friends and associates who agree to comply with the terms of this Agreement, provided no fees are charged for the Software and only a complete and unaltered copy of the shareware version of the Software is conveyed. All other distributions are not allowed.

1.2 Software License (perpetual license). In the event Licensee pays the required license fees to Microtechware or TVPX in order to use the Software on a perpetual basis, Microtechware and TVPX hereby grant, and Licensee hereby accepts, a personal, non-exclusive, non-transferable, perpetual right and license (subject to the terms, conditions and restrictions set forth in this Agreement) in machine-readable form only to use the Software solely for personal or internal business purposes.

1.3 Acknowledgement of Proprietary Rights. Licensee acknowledges that Microtechware and TVPX retain all right, title and interest in and to the original, and any copies, of the Software, and ownership of all patent, copyright, trade secret, trademarks and other intellectual property rights pertaining thereto shall be and remain the sole property of Microtechware and TVPX. Licensee shall not be an owner of any copies of, or have any interest in, the Software, but rather, is licensed, pursuant to and subject to the limitations in this Agreement, to use such copies. All rights not expressly granted to Licensee herein are reserved for TVPX and Microtechware.

Section 2 -- RESTRICTIONS
Licensee shall not (a) modify, port, translate, localize, or create derivative works of the Software; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, or disclose any of the foregoing; (c) sell, lease, license, sublicense, copy, market or distribute the Software (except as permitted by this Agreement); or (d) knowingly take any action that would cause the Software to be placed in the public domain. Any such unauthorized use shall result in immediate and automatic termination of this license. Company shall display and retain the Microtechware and/or TVPX copyright, trademark, proprietary, or confidentiality statement and other notices on any portion of the Software.

Section 3 -- CONFIDENTIAL INFORMATION
The Software and any related technology, idea, algorithm or information contained therein, including without limitation any trade secrets related to any of the foregoing, is the confidential information (Confidential Information) of Microtechware and TVPX. Licensee shall protect the Confidential Information from unauthorized dissemination, using the same degree of care that the Licensee ordinarily uses with respect to its own proprietary information, but in no event with less than reasonable care. Licensee shall maintain the confidentiality of the Software indefinitely. Licensee shall not use the Confidential Information for any purpose not expressly permitted by this Agreement.

Section 4 -- WARRANTY AND DISCLAIMER
4.1 Nature of Software. Licensee acknowledges and understands that the Software is provided on a thirty (30)-day no-fee basis to permit Licensee to use the Software solely to evaluate and test the Software and that neither Microtechware nor TVPX provide any warranties for the Software. Consequently, Licensee agrees that it will use the Software at its own risk and will take all precautions and safeguards necessary to protect its data and systems from loss or damage. Neither Microtechware nor TVPX will provide any support for the Software during the thirty (30) day trial period.

In the event Licensee pays the required license fees necessary to utilize the Software on a perpetual basis, Licensee acknowledges and understands that neither Microtechware nor TVPX make any warranties whatsoever with respect to the Software and that TVPX provides no support or maintenance for the Software. Consequently, Licensee agrees that it will use the Software at its own risk and will take all precautions and safeguards necessary to protect its data and systems from loss or damage. Limited email support will be provided for the Software by Microtechware in accordance with Microtechwares support policies then in effect. Email support inquiries should be directed to support@microtechware.com.

4.2 DISCLAIMER. THE SOFTWARE IS PROVIDED AS IS AND WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION ALL WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY EXCLUDED.

Section 5 -- LIMITATION OF LIABILITY AND DAMAGES
NEITHER MICROTECHWARE NOR TVPX SHALL BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, OR LOST PROFITS) UNDER ANY THEORY OF LIABILITY (INCLUDING TORT, CONTRACT OR ANY OTHER THEORY), EVEN IF ADVISED OF THE POSSIBILITY IN ADVANCE. LICENSEE ASSUMES ALL RISK OF USING THE SOFTWARE, AND MICROTECHWARE AND TVPX ASSUME NO RESPONSIBILITY FOR LOSS OF DATA, DAMAGE TO EQUIPMENT OR ANY OTHER LOSSES OR DAMAGES THAT OCCUR AS A RESULT OF OR RELATED TO USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LOSSES OR DAMAGES RESULTING FROM ERRORS CAUSED BY THE TAX CALCULATION FUNCTIONALITY OF THE SOFTWARE.

Section 6 -- TERM; TERMINATION
6.1 Termination. Either Microtechware or TVPX may terminate this Agreement immediately upon giving notice in writing to Licensee for any reason, including without limitation if Licensee breaches a material term of this Agreement or commits, or permits any third party to commit, any breach of confidentiality obligations.

6.2 Effect of Termination. Immediately upon the termination of this Agreement: (a) Licensee shall immediately cease use of the Software (in any form, including partial copies in its possession or under its control), and, (b) within ten (10) days of such termination, return all copies of the Software to Microtechware, and certify in writing to Microtechware and TVPX that no copies have been retained by it.

6.3 Survival. Notwithstanding anything to the contrary in this Section 6, the provisions of Sections 3, 4.2, 5, 7 and 8 shall survive termination of this Agreement.

Section 7 -- GENERAL TERMS

7.1 Assignment. Licensee shall not be entitled to assign or otherwise transfer rights or obligations under this Agreement whether in whole or in part, except with the prior written consent of Microtechware and TVPX.

7.2 Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

7.3 Relationship Between the Parties. In all matters relating to this Agreement, Licensee on the one hand and Microtechware and TVPX on the other shall act as independent contractors. Except as may be otherwise expressly permitted hereunder, neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity. Neither party shall have any obligation, express or implied, except as expressly set forth herein.

7.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of laws and Licensee hereby submits to the exclusive jurisdiction of the federal and state courts situated in said Commonwealth and the applicable service of process.

7.5 Injunctive Relief. Licensee recognizes and acknowledges that any use or disclosure of the Software or Confidential Information by the Licensee in a manner inconsistent with the provisions of this Agreement may cause Microtechware and/or TVPX irreparable damage for which remedies other than injunctive relief may be inadequate, and Licensee agrees that in any request by Microtechware or TVPX to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, Licensee will not maintain that such remedy is not appropriate under the circumstances. The parties further agree that in the event such equitable relief is granted in the United States, they will not object to courts in other jurisdictions granting provisional remedies enforcing such United States judgments.

7.6 Export Controls; Government Use. Licensee agrees and certifies that neither the Software, nor the direct product thereof, will be exported or re-exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. Any use of the Software by the U.S. Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in subdivision (c)(1)(ii) of Clause 252.227-7013 of the Defense Federal Acquisition Regulations Supplement, or the similar acquisition regulations of other applicable U.S. Government organizations.

7.7 Entire Agreement; Headings; Counterparts. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements and undertakings between the parties. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorized representative of each of the parties. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be an original instrument.

7.8 Partial Invalidity; Waiver. If any provision of this Agreement or the application thereof to any party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. Any deviation by either party from the terms and conditions with applicable laws, rules and regulations shall not be considered a breach of this Agreement. No failure of either party to exercise any power or right given either party hereunder or to insist upon strict compliance by either party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof.