SALES TAX CLEARINGHOUSE INC. LICENSE AGREEMENT 1. LICENSE STC grants you a non-exclusive and non-transferable limited license to use one (1) copy of the computer program(s) and data files ("Software") accompanying this documentation, on a single computer, and to use the written materials ("Documentation") accompanying the Software, in accordance with the terms and conditions of this Agreement. Only the number of users authorized by the product bought, are allowed to share the Software on a network. 2. COPYRIGHT AND OTHER PROPRIETARY RIGHTS The Software, and Documentation are owned by STC, are protected by United States copyright laws and international treaty provisions, and may also be protected by other laws. You may either (a) copy the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk or other storage device of a single computer provided that you keep the original solely for backup or archival purposes. You must reproduce and include STC's copyright and other proprietary rights notices on copies of the Software and Documentation. You may only copy the Documentation for the number of users authorized to share the Software on a network. STC retains all rights, title, interest, and ownership of, in, and to the Software, copies of the Software, the Documentation, and copies of the Documentation. STC reserves the right to modify and/or enhance the Software, or Documentation without obligation to notify you of such changes or to furnish them to you. 3. ADDITIONAL RESTRICTIONS You may not loan, rent, lease, or distribute the Software, and/or the Documentation. You may not assign or transfer this license, the Software, any copies of the Software, and/or the Documentation, or any copies of the Documentation without first obtaining prior written permission from STC. Requests for such permission should be sent to STC, and should: (a) set forth the name and address of the proposed transferee of this license, the Software, and Documentation; (b) state that you agree to retain no copies of the Software or Documentation upon such transfer; and (c) include a statement signed by the proposed transferee indicating agreement to the terms and conditions of this Agreement. Any unauthorized attempt to sub license, assign, or transfer any of your rights, duties, or obligations under this Agreement is void. You may not reverse engineer, decompile, or disassemble the Software, and you may not modify, translate, or create derivative works from the Software. You agree to protect the Software, and Documentation from unauthorized publication, use, reproduction, and/or distribution. YOU MAY NOT USE, COPY, OR TRANSFER THE SOFTWARE, ANY COPIES OF THE SOFTWARE, AND/OR THE DOCUMENTATION, OR ANY COPIES OF THE DOCUMENTATION IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. 4. TRADEMARKS STCalc, theSTC.com, and taxch.com are trademarks of STC. 5. TERM This license is effective from the date you open the sealed diskette package and continues for a period of no more than twelve (12) months. You may terminate this Agreement at any time by destroying the Software, all copies of the Software, and all other materials accompanying the diskette package. This license shall terminate immediately if you fail to comply with any term or condition of this Agreement, and upon such termination: (a) STC shall have the right to seek any legal or equitable remedies that may be available to STC; and (b) you shall immediately destroy or return all copies of the Software, and Documentation to STC, without refund. 6. LIMITED WARRANTY STC warrants that the physical diskette(s) (meaning the diskette(s) itself, not the Software) on which the Software is provided will be free from defects in material and workmanship under normal use for a period of sixty (60) days from the date you received delivery. EXCEPT AS EXPRESSLY SET FORTH ABOVE, STC MAKES NO OTHER WARRANTIES OF ANY KIND, AND STC HEREBY DISCLAIMS ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE SOFTWARE PROVIDED ON THE DISKETTE(S) AND THE DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. STC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ASSUME SOLE RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR DESIRED RESULTS AND FOR THE INSTALLATION AND USE OF THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, AND RESULTS OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE YOU, NOT STC OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STC, ITS DEALERS, DISTRIBUTORS, OR AGENTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE AS A WARRANTY. IF THE DISCLAIMER OF IMPLIED WARRANTIES IS NOT PERMITTED BY APPLICABLE LAW, THEN ANY WARRANTIES IMPLIED BY LAW, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY LIMITED IN DURATION TO TEN (10) DAYS FROM THE DATE YOU RECEIVED DELIVERY. SOME STATES DO NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. 7. LIMITATIONS OF REMEDIES STC's entire liability and your exclusive remedy under this Agreement shall be, at STC's option, either (a) replacement of any diskette which has not met STC's "Limited Warranty" and which is returned to the place where you obtained it, with a copy of your receipt, or (b) refund of the price paid by you for this license to use the Software if STC is unable to deliver a replacement diskette free of defects in materials and workmanship. IN NO EVENT SHALL STC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, PECUNIARY LOSS, OR OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF STC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL STC'S LIABILITY, HOWEVER FOUNDED, EXCEED THE PRICE PAID BY YOU FOR THIS LICENSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. STC DOES NOT GUARANTEE THE ACCURACY OF TAX TABLES OR TAX CALCULATIONS AS IT APPLIES TO ANY GIVEN TRANSACTION. YOU AGREE TO BEAR FULL RESPONSIBILITY FOR THE DETERMINATION OF THE ACCURACY AND APPLICABILITY OF ANY GIVEN RATE OR CALCULATION AS IT APPLIES TO ANY GIVEN TRANSACTION. GENERAL This Agreement is governed by the laws of the State of Delaware.