Pension Systems Corporation agrees to license 401(k) Easy Software, any updates or modifications it provides and associated documentation (herein collectively referred to as the “Software”) to you (hereinafter “Licensee”) pursuant to the below terms and conditions. Do not order, INSTALL OR USE the Software until you have carefully read the following terms. By ordering, INSTALLING OR USING the Software, you agree to be bound by the terms and conditions of this end user license agreement (the “Agreement”).

License
Pension Systems Corporation hereby grants to Licensee a non-exclusive, non-transferable license to load and Pension Systems Corporation hereby grants to Licensee a non-exclusive, non-transferable license to load and execute the Software on one stand-alone computer under Licensee’s control for the duration of the calendar year in which Licensee pays the annual license fee for the Software. Licensee may not load the Software on a network server or make the Software available through a network of any kind.

License Restrictions
Licensee may use the Software for Licensee’s own use only. In addition to the copy of the Software stored on the hard drive of Licensee’s computer, Licensee may make one archival copy of the Software solely for backup purposes. Making any additional copies of the Software by any means, including electronic transmission, or allowing any other person to make a copy is prohibited. No identifying marks, copyright, patent or patent pending notices or proprietary rights notices may be altered or deleted from any copies of the Software. Licensee is prohibited from giving copies of the Software to another person or entity. Licensee may not print copies of any user documentation. The Software contains trade secrets, and Licensee may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Licensee may not modify, adapt, translate, rent, sublease, assign, loan or sell the Software or create derivative works based upon the Software or any part thereof.

Patents and Patents Pending
The Software includes US Patent Number 6041313, plus additional Patents Pending.

Prototype Plan Documents
Pension Systems Corporation provides Licensee with Prototype Plan Documents (“Documents”) that Pension Systems Corporation acquires from third-party sources. Pension Systems Corporation does not warranty these Documents, or their adaptation to Licensee’s needs or requirements. Pension Systems Corporation assumes no liability for the accuracy, completeness or applicability of these Documents, or their use, by Licensee. Licensee’s use of the Documents is solely at the discretion of the Licensee, and at Licensee’s own risk. Licensee can, at its discretion, utilize prototype plan documents acquired from sources other than Pension Systems Corporation. Licensee is under no obligation to use Pension Systems Corporation-supplied Documents. Pension Systems Corporation, as policy, automatically adopts government-mandated amendments to the Documents.

Warranties
For the duration of the current license term, Pension Systems Corporation warrants to Licensee only that the Software shall perform consistent with the published specifications. Pension Systems Corporation’s sole obligation and liability under this warranty shall be to correct any defects in the Software, in a reasonable time, to perform in accordance with the published specifications therefore. Any modifications, maintenance or other changes to the Software by the Licensee or its agents and employees shall void this warranty but not the exclusions and waivers of warranties contained herein. Pension Systems Corporation does not warrant that the Software will meet Licensee’s requirements or that its use will be uninterrupted or error-free. In the event that Pension Systems Corporation fails to remedy defects in the Software, Licensee’s sole remedy shall be to receive a refund of the current year’s license fees for the Software (not including any plan customization fee paid by Licensee).

Disclaimer of Warranties
Except for the foregoing limited warranty, the Software is provided “AS IS.” The entire risk as to the quality and performance of the Software is with Licensee. Pension Systems Corporation, to the maximum extent permitted by applicable law, disclaims all other representations and warranties, express or implied, regarding the Software, including its fitness for a particular purpose, quality, accuracy, merchantability and non-infringement. Pension Systems Corporation does not represent or warrant that the Software is free from bugs, errors or other program limitations. 

Pension Systems Corporation has no control over Licensee’s use of the Software, and Pension Systems Corporation does not and cannot warrant the performance or results that may be obtained by its use. Pension Systems Corporation does not represent, warrant, or guarantee the accuracy and timeliness of the data or information contained in the Software and shall have no liability of any kind whatsoever to Licensee, or to any other party, on account of any inaccuracies in or untimeliness of the data or information. Nor does Pension Systems Corporation have any obligations to Licensee to correct such data or information or any errors contained in the Software. Various information in the Software constantly changes, and the information may not be current or accurate. The Software should not be used without confirming research from other sources, obtaining up-to-date information, and separate analysis by the Licensee of his or her own particular investment or tax situation or record keeping application. The Software does not recommend or endorse any specific investment or any particular mutual fund, nor does the Software offer specific tax, legal or investment advice or strategies.

 Pension Systems Corporation is not a financial advisor and should not be considered as such. Licensee is strongly advised to consult with a professional tax and/or investment advisor before establishing or investing on behalf of a 401(k) or any other retirement savings plan. 
Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to Licensee. In that event, any implied warranties are limited in duration to ten (10) days from the date of purchase of the Software. However, some states do not allow a limitation on how long an implied warranty lasts, so the above limitation may not apply to Licensee.

Limitation of Liability & Damages
IN NO EVENT SHALL Pension Systems Corporation, ITS SUPPLIERS OR ITS DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOST PROFITS OR COST OF COVER ARISING FROM THE USE OF THE SOFTWARE OR ANY DEFECT IN THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF Pension Systems Corporation, ITS SUPPLIERS OR ITS DISTRIBUTORS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN PARTICULAR BUT WITHOUT LIMITATION, Pension Systems Corporation, ITS SUPPLIERS AND ITS DISTRIBUTORS SHALL HAVE NO LIABILITY FOR THE LOSS OF ANY INFORMATION STORED IN OR USED WITH THE SOFTWARE. 

THE MAXIMUM AGGREGATE LIABILITY OF Pension Systems Corporation AND ITS SUPPLIERS FOR ANY CLAIM ARISING OUT OF USE OF THE SOFTWARE OR ANY DEFECT IN THE SOFTWARE, ON ANY AND ALL THEORIES OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE BY Pension Systems Corporation, SHALL IN ALL EVENTS BE LIMITED TO RETURN OF THE AMOUNTS ACTUALLY PAID AS THE CURRENT YEAR’S LICENSE FEES. U.S. Government

Restricted Rights
The Software is subject to the DOD FAR Supplement and is “commercial computer software.” Use, duplication or disclosure of the Software is subject to the licensing restrictions set forth in this Agreement. The Software is subject to the Federal Acquisition Regulations as “restricted computer software” and its use, duplication and disclosure shall be subject to the restrictions in FAR 52.227-14.

Miscellaneous
Licensee acknowledges that this Agreement is a complete statement of the agreement between Licensee and Pension Systems Corporation, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions, regarding the Software. This Agreement does not limit any rights or remedies that Pension Systems Corporation may have under trade secret, trademark, and copyright, patent or other related intellectual property laws. Representatives of Pension Systems Corporation are not authorized to make modifications to this Agreement, or to make any additional representations, commitments or warranties binding on Pension Systems Corporation. Accordingly, such additional statements are not binding on Pension Systems Corporation and Licensee should not rely upon such statements. The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles) and all applicable Federal laws. This Agreement is deemed entered into at Los Angeles, California, and shall be constructed as to its fair meaning and not strictly for or against either party. Any resolution of a dispute arising out of or in connection with this Agreement may only be resolved in Los Angeles, California. 

Effective Term of Agreement
This Agreement shall continue in effect for a period ending on the last day of the effective calendar year this Agreement was entered into. Pension Systems Corporation reserves the right to adjust fees and suspend services without breaching or terminating this Agreement if Licensee fails to pay invoiced fees in accordance with this Agreement. Pension Systems Corporation may terminate this Agreement if Licensee breaches this Agreement. 

Promotion & Marketing
Pension Systems Corporation reserves the right to use Licensee’s business name, city and state in marketing literature and materials used in promoting Pension Systems Corporation products and services. 

Mediation & Arbitration
If a dispute (excluding copyright, patent, or trademark, or other intellectual rights infringement claims) arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation in Los Angeles, California, administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. Any unresolved controversy or claim (excluding copyright, patent, or trademark infringement claims) arising under this Agreement or its breach, including but not limited to any controversy concerning the meaning or interpretation of any provision of this Agreement or controversies arising from possible errors or omissions on the part of Pension Systems Corporation or its agents or suppliers shall be decided by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. 

Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator(s), which determination shall be conclusive. 

The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section, nor shall the arbitrator(s) be empowered to issue an award of exemplary or punitive damages. The arbitrator(s) may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys’ fees. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement regarding the reasons for the disposition of any claim. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.