END USER LICENSE AGREEMENT FOR BIG E-Z SOFTWARE (DESKTOP and ONLINE)

IMPORTANT-READ CAREFULLY:

This End User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and the Big E-Z Bookkeeping Co. to cover the sale, distribution, and use of the Big E-Z Software / System, whether you choose Big E-Z Books Desktop Version (downloadable software for the desktop) or Big E-Z Accounting for Google Sheets Add-on, which is an instance of our proprietary template (using your Gmail account on a Chrome browser), including any associated media, printed materials, and electronic documentation (hereinafter referred to as "System"). By installing, copying, downloading, accessing, or otherwise using the Software / System, You agree to be bound by the terms of this EULA. For purposes of this EULA, the term "Licensor" refers to the Big E-Z Bookkeeping Co. If You do not agree to the terms of this EULA, Licensor is unwilling to license the Software / System. In such an event, You may not install, copy, download, access, or otherwise use the Software / System. This agreement is an agreement between You and the Licensor and does not cover or change in any way any agreements which are made between You with Licensor's distributors and/or suppliers concerning the distribution of the Software / System.

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SYSTEM LICENSE

The Software / System is protected by intellectual property laws and treaties. The Software / System is licensed, not sold.

1. GRANT OF LICENSE. This EULA grants You the following nonexclusive right:

Big E-Z Accounting for Google Sheets Add-on:

Installation, Use, or Access. You may install the Big E-Z Accounting for Google Sheets Add-on, and the Add-on allows you to install the Big E-Z System on your Google Drive (folder and files). The installed System is functional for 14 days after first use. Continued full functionality of the license after the trial period will require a paid subscription. You are allowed to install the Big E-Z System twice per calendar year (for the current year and to start the next). Big E-Z Accounting is for use online with your Google Account and Chrome Browser (Google Sheets, Google Drive, and your Gmail account for sending invoices) and may be accessed by others in your organization, who will also be obligated to the terms or conditions in this agreement. You are responsible for ensuring your users also comply with terms and use restrictions. Use in any other way is not supported by your license agreement and may result in validation removal and loss of functionality.

Big E-Z Books Desktop Version:

Install and use one (1) copy of the Big E-Z Books Software. Support is included for one (1) year from date of purchase for the Big E-Z Books Desktop Version. Big E-Z Books is only used for a Single Entity (1 user - 1 entity) on a single computer. Use in any other way is not supported by your license agreement and may result in immediate validation removal.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software / System, or any portion thereof.

Trademarks. This EULA does not grant You any rights in connection with Big E-Z trademarks or service marks of the Licensor or its suppliers.

No rental, leasing, or commercial hosting. You may not rent, lease, lend, or provide commercial hosting services to third parties with the Software / System.

Support Services. Licensor may provide You with support services related to the Software / System ("Support Services"). Licensor agrees to provide support with installation of the Software / System throughout the term of this License provided You have met equipment and software specifications required for use of the System. Use of Support Services is governed by the policies and programs described in this EULA as well as any user manual, "online" documentation, or other materials. Any supplemental software code provided to You as part of the Support Services are considered part of the Software / System and subject to the terms and conditions of this EULA. You acknowledge and agree that Licensor may use technical information You provide to Licensor as part of the Support Services for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies You unless we mutually agree in writing to do so.

Exchange and Refunds. If the Licensor is unable to resolve installation issues through its Support Services and You have met equipment and software requirements required for use of the Software / System, You may be entitled to a refund. THIS IS THE SOLE REMEDY AVAILABLE TO YOU and does not cover any other issues related to use of the Software / System unrelated to installation, including but not limited to issues that would have been discovered by testing the Software / System through the free trial period. We do not currently sell the Software / System through any distributors and we require you to notify Big E-Z Bookkeeping Co. if you purchased through any other channel, for example Amazon or eBay.

Termination. Without prejudice to any other rights, Licensor or its suppliers may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must uninstall and destroy all copies of the Software / System and all of its component parts.

3. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software / System (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software / System, the accompanying printed materials, and any copies of the Software / System are owned by the Licensor or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software / System, but may be accessed through use of the Software / System, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content. If this Software / System contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software / System. All rights not specifically granted under this EULA are reserved by the Licensor and its suppliers.

4. EXPORT RESTRICTIONS. You acknowledge that the Software / System is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software / System, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

5. APPLICABLE LAW. This EULA is governed by the laws of the State of Michigan in the United States of America. All legal proceedings shall take place within Oakland County in the State of Michigan.

6. LIMITED WARRANTY NOTE:

Software / System support is limited to a free 30-minute call or screen-sharing session to help with set up and customization support. Free online support is available through email and our extensive knowledge base for the remaining term of the license as long as you meet the proper equipment and Software / System requirements.

THE FOLLOWING SECTIONS APPLY TO SOFTWARE / SYSTEM LICENSED FROM LICENSOR

LIMITED WARRANTY FOR SOFTWARE / SYSTEM ACQUIRED IN THE US. Licensor warrants that the SOFTWARE / SYSTEM will install and perform substantially in accordance with this EULA for a period of one year from the date of purchase for the Desktop and the Online Versions. Any supplements or updates to the SOFTWARE / SYSTEM, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the one-year Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by BIG E-Z BOOKEEPING CO., YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the SOFTWARE / SYSTEM does not meet BIG E-Z Bookkeeping Co.'s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 11 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty.

YOUR EXCLUSIVE REMEDY. Licensor's and its supplier's entire liability and your exclusive remedy shall be, at Licensor's option from time to time exercised subject to applicable law, return of the price paid (if any) for the Software / System. In no event will You be entitled to any damages beyond the refund paid for the softward. This Limited Warranty is void if failure of the Software / System has resulted from accident, abuse, misapplication, abnormal use or a virus. Outside the United States or Canada, neither these remedies nor any product support services offered by Big E-Z Bookkeeping Co. are available without proof of purchase from an authorized international source. To exercise your remedy, contact: Big E-Z Bookkeeping Co., Attn: License Information Center, P.O. Box 531707, Livonia, Michigan 48153-1707.

7. DISCLAIMER OF WARRANTIES. The limited warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the limited warranty and to the maximum extent permitted by applicable law, Big E-Z Bookkeeping Co. provides the SOFTWARE / SYSTEM and support services (if any) as is and with all faults, and hereby disclaim all other warranties and conditions, either expressed, implied or statutory, including but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness or responses, of results, of workmanlike effort, of lack of viruses and of lack of negligence, all with regard to the Software / System, and the provision of or failure to provide support services. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement with regard to the Software / System.

8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. To the maximum extent permitted by applicable law, in no event shall Big E-Z Bookkeeping Co. or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet and any duty including, of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software / System, the provision of or failure to provide support services, or otherwise under or in connection with any provision of the EULA, even in the event of the fault, tort (including negligence), strict liability, breach of contract, or breach of warranty of Big E-Z Bookkeeping Co. and even if the licensor has been advised of the possibility of such damages.

9. IMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Big E-Z Bookkeeping Co. and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Software / System or U.S. $5.00. The foregoing limitations, exclusions, and disclaimers (including Sections 7, 8, 9, and 10) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

10. INDEMNIFY AND HOLD HARMLESS. Licensee agrees to indemnify and hold Licensor harmless against all losses, damages, costs, and expenses, including reasonable attorney fees, resulting from any act or failure to act of Licensee. Licensee acknowledges that Licensor is not responsible for providing any other service or consultation other than what is provided for in the agreement.

11. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software / System) is the entire agreement between you and Big E-Z Bookkeeping Co. relating to the Software / System and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software / System, Support Services, or any other subject matter covered by this EULA. To the extent the terms of Licensor policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.

12. RISK DISCLAIMER. Big E-Z Bookkeeping Co. and its authors, hereby disclaim all warranties with regard to any services, information, and data provided on Website and Add-on, in particular Google Sheets including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement other than those warranties which are implied by and incapable of exclusion, restriction, or modification under the laws applicable.

Big E-Z Bookkeeping Co. reserves the right to make additions, deletions, or modification to the contents on the Service at any time without prior notice.

We (Big E-Z Bookkeeping Co. and its authors) make no representations about the suitability of the services or information or data provided on Website and Add-on for any purpose.

All the services, information, and data are provided "as is" with no warranty other than stated in paragraph #9, express or implied. We do not warrant the services, information and data will be provided regularly, uninterrupted, or error-free, that defects will be corrected, or that the Website or Google Sheets Add-on is free of viruses or other harmful components. We are not responsible for any communication failures, distortions or delays when using our Website or the Google Sheets Add-on.

13. COMPLIANCE WITH LAWS. Licensee shall be responsible for complying with all applicable government regulations of the United States or any foreign countries with respect to the use of the Software / System by Licensee outside of the country in which BIG E-Z BOOKKEEPING CO. delivers the Software / System to Licensee, including but not limited to import and export restrictions, obtaining any necessary consents and licenses, and registering or filing any documents. BIG E-Z BOOKKEEPING CO. makes no recommendations and provides no advice regarding Licensee’s exporting of the Software / System. Licensee shall defend, indemnify, and hold BIG E-Z BOOKKEEPING CO. harmless from and against any and all claims, judgments, costs, awards, expenses (including reasonable attorney fees), and liability of any kind arising out of the noncompliance with applicable governmental regulations, statutes, decrees or other obligations with respect to the use or transfer of the Software / System by Licensee outside of the country in which BIG E-Z BOOKKEEPING CO. delivered the Software / System to Licensee.

14. FORCE MAJEURE. Neither party shall be liable for delays or nonperformance of this Agreement occasioned by acts of God, public enemies, civil disobedience, governmental regulations or decrees, labor disputes, unavailability of materials, equipment failure, strikes, fires, accidents, or any other causes, whether or not of the kind enumerated in this provision, that are beyond such party’s reasonable control. If performance by either party to this Agreement is delayed due to any of the foregoing causes, the delay shall not be deemed a breach under this Agreement, and this Agreement shall remain in full force and effect. If it appears that performance by either party to this Agreement will be delayed due to any of the foregoing causes, the party shall promptly notify the other party in writing stating the cause of the delay and its expected duration and shall use commercially reasonable efforts to carry out performance as soon as reasonably possible.

15. TERM. This Agreement shall remain in effect unless one of the parties terminates it. Either party may terminate this Agreement at any time on written notice to the other party. Any licenses granted under this Agreement before termination of this Agreement shall be unaffected by the termination of this Agreement, and all terms of this Agreement shall continue to apply to those licenses. Termination of this Agreement only ends the possibility of further licenses being granted and Support under this Agreement to Participants.

16. INTELLECTUAL PROPERTY RIGHTS. Licensee undertakes, at its own expense and on BIG E-Z BOOKKEEPING CO.’s request, to do all acts and execute all documents necessary to confirm BIG E-Z BOOKKEEPING CO.’s title to all intellectual property rights, including but not limited to copyright, proprietary, or confidential information and know-how, and all other rights of a like nature conferred under the laws of the United States of America (and all other countries of the world) in the modifications to the Software / System. In addition to this transfer of all intellectual property rights, Licensee shall, on BIG E-Z BOOKKEEPING CO.’s first request, on a perpetual basis, license to BIG E-Z BOOKKEEPING CO. worldwide and irrevocably, without charge, the right to use, modify, supplement, and exploit in the broadest sense of the word, the modifications of the Software / System.

17. RESPONSIBILITY FOR DAMAGES. Licensee is fully liable and responsible for any damages, indirect or direct, and costs that BIG E-Z BOOKKEEPING CO. may incur if Licensee appoints a subcontractor who may have access to the Software / System to carry out, among other things, but not limited to, the installation, maintenance, support, training, and customizing of the Software / System. Licensee shall defend, indemnify, and hold BIG E-Z BOOKKEEPING CO. harmless accordingly for all costs and direct and indirect damages sustained by BIG E-Z BOOKKEEPING CO. However, if the subcontractor is an Authorized Partner, this Section 17 shall not apply.

18. COPYRIGHT NOTICES. Participant shall not remove any copyright or proprietary rights notice or identification that indicates BIG E-Z BOOKKEEPING CO. ownership from any part of the licensed Software / System, it being expressly understood and agreed that the existence of such copyright notice should not be construed as an admission or presumption that publication of the licensed Software / System has occurred.

19. PROPRIETARY OR CONFIDENTIAL INFORMATION. It is recognized that each party under this Agreement, as well as the Licensee, may make available to the other party proprietary or confidential information related to the business of that party. Proprietary or confidential information may include in any form, but is not limited to, processes, formulae, specifications, programs, instructions, source code for operating-system-dependent routines, technical know-how, methods and procedures of operation, benchmark test results, business or technical plans, and proposals.

It is agreed that proprietary or confidential information made available by one party to another party under this Agreement shall (1) be kept confidential by the receiving party, (2) be treated by the receiving party in the same way as it treats proprietary or confidential information generated by itself, (3) not be used by the receiving party other than in connection with the implementation of this Agreement, and (4) be divulged only to the receiving party’s personnel that have a need to know and have undertaken to keep proprietary or confidential information secret. Title or the right to possess proprietary or confidential information between the parties shall remain in the party that furnishes it. Neither party shall furnish to the other party any proprietary or confidential information that it does not have the right to furnish. Each party agrees to use all reasonable steps to ensure that the other party’s proprietary or confidential information is not disclosed by its employees or agents in violation of the provisions of this Agreement.

20. COMMUNICATIONS. All legal documents must be submitted by registered U.S. Mail.