Software License Agreement For ProvideX Products

IMPORTANT- READ CAREFULLY!:  This Software License Agreement (this "Agreement")
is a legal agreement between you or the company you represent ("You") and Sage
Software Canada Ltd. ("Sage").  The Agreement governs Your installation and
other use of the accompanying copy of a ProvideX Product (the "Licensed Copy")
and any licensed reproduction thereof (the Licensed Copy and any licensed
reproduction thereof being collectively referred to as the "Licensed Software").

YOU ARE AUTHORIZED TO USE THE LICENSED SOFTWARE ONLY AS DESCRIBED IN, AND ONLY 
IF YOU ACCEPT THE TERMS AND CONDITIONS OF, THIS AGREEMENT.  YOU INDICATE YOUR 
ACCEPTANCE BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A 
THIRD PARTY TO DO IT FOR YOU: (1) BY COMPLETING INSTALLATION OF THE LICENSED 
COPY, (2) BY ACTIVATING THE LICENSED COPY, OR (3) BY USING ANY COPY OF THE 
LICENSED SOFTWARE.  IF YOU CANNOT AGREE TO THE TERMS AND CONDITIONS OF THIS 
AGREEMENT, YOU SHOULD NOT INSTAL THE LICENSED COPY.

The Licensed Copy is a copy of one of the ProvideX Products that Sage publishes,
including ProvideX, ProvideX I/O libraries, Standalone WindX, WindX Plug-In, 
JavX, UltraFX and ProvideX ODBC (each, a "ProvideX Product").

PERMITTED USES
As for each of the ProvideX Products (except for ProvideX I/O libraries, 
Standalone WindX, WindX Plug-In, JavX, UltraFX), You may install the Licensed 
Copy of the ProvideX Product on (i) a single computer for access and use by a 
single user, or (ii) a single server for concurrent access and use over a 
network (virtual or otherwise) by multiple users; however, the number of users 
using a ProvideX Product with a given serial number at any one time may not 
exceed the number of licensed users paid for by You for such Licensed Copy with 
such serial number.  If You wish to use the Licensed Copy on any additional 
computer or server, You must obtain a new and separate license for each such 
additional computer or server.  If You wish to enable additional users to use 
the Licensed Copy, you must pay for additional license seats on the Licensed 
Copy with the given serial number.

As for the ProvideX I/O libraries, You may reproduce the Licensed Copy of the 
ProvideX I/O libraries and distribute each such reproduction to any third party 
who has a license to use a copy of ProvideX together with a copy of Your 
application so as to enable access to the ProvideX file system.

As for the Standalone WindX Product, You may install the Licensed Copy of the 
Standalone WindX Product on (i) a single computer for access and use by a single 
user, or (ii) a single server for concurrent access and use over a network 
(virtual or otherwise) by multiple users; however, the number of users using the 
Standalone WindX Product with a given serial number at any one time may not 
exceed the number of licensed users paid for by You for such Licensed Copy with 
such serial number.  If You wish to use the Licensed Copy on any additional 
computer or server, You must obtain a new and separate license for each such 
additional computer or server.  If You wish to enable additional users to use 
the Licensed Copy, you must pay for additional license seats on the Licensed 
Copy with the given serial number. The Standalone WindX Product may only be used 
to connect to another system that has a valid license of the standard ProvideX 
Product.

As for the WindX Plug-In, JavX and UltraFX, You may reproduce the Licensed Copy 
of the WindX Plug-In, JavX and UltraFX, and distribute each such reproduction to 
any third party who has a license to use a copy of ProvideX together with a copy 
of Your application written in ProvideX so as to enable access to a server that 
is running Your application.

USES NOT PERMITTED
As for each of the ProvideX Products (except for ProvideX I/O libraries, WindX 
Plug-In, JavX and UltraFX), You may not (a) make any non-volatile copy of the 
software binary object code or copy the software documentation, (b) grant any 
third party any right (whether by sublicense or otherwise) to install or use any 
copy of the Licensed Software, or (c) assign any rights hereunder to any third 
party.  Without limiting the foregoing, if Sage consents in writing You may 
transfer the Licensed Software to a purchasing party after the close of a sale 
of either Your entire business, or all, or substantially all, of the assets of 
Your business, provided that the purchasing party reads and accepts (in writing 
to Sage) the terms and conditions of this Agreement, the purchasing party agrees 
to other reasonable transfer requirements, and You do not retain a copy of the 
Licensed Software.

As for each of the ProvideX Products (without exception), You may not reverse 
engineer, disassemble, reverse translate, or in any way derive from it any 
source code form.

COPYRIGHTS, TRADEMARK NOTICES, AND LOGOS
The software, documentation, logos, product names and other support materials, 
if any, embody Sages and its suppliers intellectual property. You agree never 
to remove any notice of intellectual property or product identification.

TERM
This License Agreement is effective until terminated. You may terminate this 
Agreement by destroying the software and documentation and all copies thereof. 
This License Agreement will also terminate if you fail to comply with any term 
or condition herein. You agree upon such termination to destroy all copies of 
the software and documentation, and to certify to Sage that they have been 
destroyed. Upon termination, there will be no refund of any money or other 
consideration You may have paid relating to this Agreement. 

DISCLAIMER OF WARRANTY
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY 
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED 
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE 
RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND MANUALS IS WITH YOU. 
SHOULD THE SOFTWARE AND MANUALS PROVE DEFECTIVE, YOU (AND NOT SAGE NOR ANY 
AUTHORIZED REPRESENTATIVE OR DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL 
NECESSARY SERVICING, REPAIR OR CORRECTION. 

Sage does not warrant that the functions contained in the software will meet 
Your requirements or that the operation of the software will be uninterrupted or 
error free.

DISCLAIMER OF OTHER LIABILITY
Sage and its affiliates assume no responsibility or liability for any damages 
caused either maliciously or by accident by any software developed using 
ProvideX.  It is the responsibility of the developer of any software to ensure 
that such software does not compromise the safety and security of the machine(s) 
on which it runs.  Further, it is the responsibility of the user of any software 
to ensure the trustworthiness of any software before installing and/or running 
and/or accessing that software. 

LIMITATION OF REMEDIES
IN NO EVENT WILL SAGE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, 
INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL 
DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE AND 
DOCUMENTATION EVEN IF SAGE OR AN AUTHORIZED REPRESENTATIVE OF SAGE HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR FOR ANY CLAIM BY ANY OTHER PARTY. 
IN ADDITION, NEITHER SAGE NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY CLAIM BY YOU 
OR ANY OTHER PARTY FOR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH 
SOFTWARE AND DOCUMENTATION AND BASED UPON STRICT LIABILITY FOR SAGE'S 
NEGLIGENCE.

UPDATE POLICY
Sage may, at its sole discretion, advise You of, and license Your use of, 
Product updates and new releases of the software at the current prices for such 
Product updates and new releases.  All Product updates and new releases that are 
provided to You shall be governed by the then-current terms under which Sage 
grants such licenses.

MISCELLANEOUS
This Agreement shall be governed by the laws of the Province of Ontario in the 
Country of Canada, and shall inure to the benefit of Sage, its successors, 
administrators, heirs and assigns.

In the event that one or more of the provisions contained in this Agreement 
shall be invalid, illegal or unenforceable in any respect under any applicable 
statue or rule of law, then such provision shall be considered inoperable to the 
extent of such invalidity, illegality or unenforceability and the remainder of 
this Agreement shall continue in full force and effect. The parties hereto agree 
to replace any such invalid, illegal or unenforceable provision with a new 
provision which has the most nearly similar permissible economic or other 
effect. 

ENTIRE AGREEMENT
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE 
PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PROPOSALS OR 
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE 
PARTIES RELATING TO THE SUBJECT MATTER HEREOF. 
