Software Subscription Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. CUSTOMER AGREES TO ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES THAT THIS AGREEMENT IS ENFORCEABLE AS IF IT HAD BEEN SIGNED. THIS AGREEMENT SUPERSEDES ANY PRIOR ORAL OR WRITTEN PROMISE OR REPRESENTATION, ORAL OR WRITTEN AGREEMENT, OR UNDERSTANDING AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER CONTAINED IN THIS AGREEMENT. CUSTOMER AGREES THAT THIS AGREEMENT VOIDS ALL PERPETUAL SOFTWARE LICENSING PREVIOUSLY PROVIDED BY VISION INFOSOFT AND VISION INFOSOFT WILL INSTEAD PROVIDE CUSTOMER AN ANNUAL SOFTWARE SUBSCRIPTION.

1.0 Software Subscription. Subject to the terms and conditions of this Subscription Agreement (this "Agreement") and subject to the payment of any applicable license and annual support fee (the “Subscription Fee”), Vision InfoSoft, a California corporation (“Vision”), grants to Customer a limited, non-exclusive and non-transferable license, for all the Vision software and documentation Customer have been provided (collectively, the “Software”) during the set subscription period (the “Subscription Period”) for the number of users for which the corresponding fee has been paid (the “User Licenses”). This Agreement will also govern any upgrades to the Software, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

1.1. Subscription Period. The Subscription Period for the Software will begin the date Customer accepted the terms of this Agreement or the date specified on a Renewal Notice, if later, and shall automatically renew for additional one year terms, unless either party provides notice to the other of its intent to terminate this Agreement not less than thirty (30) days before the end of the then current Subscription Period. Payment of the Subscription Fee will automatically renew Customer’s subscription. Vision reserves the right to change the Subscription Fee for any renewal Subscription Periods. Each new Subscription Period will be subject to the same terms and conditions set forth in this Agreement, which may be updated by Vision from time to time. Updates to the terms of this Agreement will be automatically incorporated and available online.

1.2. Maintenance. Maintenance and support for the current versions of the Software are included with Customer’s Subscription Fee. Vision will make reasonable efforts to notify Customer when updates to the software are available. Updates are also available upon request (when applicable). It is the Customer’s responsibility to remain current on software updates. Support will be provided according to the terms of Vision’s current policies and procedures which may be modified by Vision from time to time.

1.3. End of Subscription Period. Customer agrees that Vision may disable the Software, either by operation of the software or by a remote command from Vision, at the end of the Subscription Period if Customer have not paid the Subscription Fee.

1.3.1 RESTRICTIONS. The Software is intellectual property of and are owned by Vision. Customer agrees and acknowledges that the structure, organization and code of the Software are the valuable trade secrets and confidential information of Vision. The Software is protected by copyright, including, without limitation, by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Customer agrees not to modify, adapt or translate the Software. Customer also agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. The license granted to the Software is personal to Customer and may not be shared, sublicensed or used on behalf of third parties.

1.3.2 LIMITED WARRANTY. Vision warrants that the Software will perform substantially in accordance with the Documentation when used on the recommended hardware configuration. Customer’s exclusive remedy and Vision’s entire liability under this limited warranty shall be limited, at Vision's option, to either the repair or replacement of the Software or the refund of the Subscription Fee for the then current Subscription Period.

1.3.3 DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 3 ABOVE, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. TO THE EXTENT PERMISSIBLE BY LOCAL LAW, VISION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE SOFTWARE OR SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF VISION WHATSOEVER. CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.

1.3.5 LIMITATION OF LIABILITY. IN NO EVENT WILL VISION BE LIABLE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL OR LABOR COSTS, OR LOST SAVINGS) EVEN IF A VISION REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. VISION'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

1.3.6 TERMINATION. This Agreement is effective until terminated. Customer may terminate this Agreement at any time by destroying all copies of the Software. Upon termination, Customer must cease use of the Software and destroy all copies of the Software. Regardless of the termination reason, Customer will not be entitled to the return of any portion of the Subscription Fee.

1.3.7 GOVERNING LAW. This Agreement and the obligations of the parties hereunder will be interpreted, construed and enforced in accordance with the laws of the United States of America and the State of California. Any legal action to enforce or interpret any provision of this Agreement shall be brought in the state of California.

1.3.8 SEVERABILITY. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

1.3.9 ENTIRE AGREEMENT. This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement among the Parties pertaining to its subject matter. This Agreement supersedes any prior oral or written promise or representation, oral or written agreement, or understanding among the Parties with respect to the subject matter of this Agreement. This Agreement voids and replaces all prior agreements or understanding that may exist among the Parties concerning software perpetual licensing.

1.4. Upon receipt of payment for the Grand Total Price for Subscription order, your company will receive software licenses for the permitted number of users in accordance with these terms and conditions of the Software Subscription Agreement. Customer’s annual subscription to the applications and applicable software updates shall automatically renew annually upon receipt of the annual fee.

1.5. Cancellation. Customer may elect to cancel their subscription at any time by providing 30 days written notice. Send written notice to orderprocessing@visioninfosoft.com.

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