Financial Software Systems, Inc. ("FSS") provides its online services ("FSS Services") to visitors to our website at www.fssusa.com and any co-branded or successor site ("FSS Website"). This Terms of Service Agreement (the "Agreement") sets forth the terms and conditions under which the FSS Services are provided to you and that govern your use of the FSS Website. FSS reserves the right, at any time and at its sole discretion, to update, revise or otherwise modify the terms and conditions of the Agreement without notice to you. By accessing or using the FSS Website, and by continuing to use the FSS Services, you are agreeing that you have read and accept the following terms and conditions.

1. Description of FSS TECHNOLOGY.

FSS currently provides visitors to the FSS Website with access to the FSS Services available on the FSS Website (along with all related intellectual property rights, the "FSS Technology").

2. REGISTRATION AND YOUR OBLIGATIONS.

You may be asked to register or provide certain information as a visitor of the FSS Website. You agree to provide true, accurate, current and complete information about you as prompted by the FSS Services and other application forms and registration forms (such information being the "Registration Data"). If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or FSS has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, FSS has the right to suspend or terminate your access to and use of the FSS Services and refuse any and all current or future use of the FSS Technology or any portion thereof.

3. PASSWORDS AND YOUR OBLIGATIONS.

As part of the registration process, you may be asked to select a unique user name and password in order to be able to access your account and to use the FSS Services. As a registered member, you are responsible for maintaining the confidentiality and security of your user name and password and shall be responsible for all uses of your user name and password, including any purchase facilitated through the use thereof, whether or not in fact authorized by you. If you have any reason to believe that there has been a breach of security regarding your user name or password, including without limitation, unauthorized use of your username or password, you must promptly notify FSS in writing and change your password on the FSS Website.

4. FSS PRIVACY POLICY.

The Registration Data and certain other information about you are subject to our Privacy and Security Policy, as it may change from time to time. For more information, see our full privacy and security policy at www.fssusa.com, which is incorporated herein by reference.

5. ACCESS TO THE FSS TECHNOLOGY.

You shall be responsible for obtaining access to the FSS Technology and for all equipment necessary to access the FSS Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the FSS Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges.

6. LINKS TO OTHER SITES.

Visitors to the FSS Website should be aware that when they are on the FSS Website, they could be directed to other web sites that are beyond our control. There are several links to other web sites from the FSS Website pages that take you outside our service. FSS has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites.

7. CONTENT.

You acknowledge and agree that FSS is not responsible for pre-screening any data, information, images, video or other content (collectively, the "Content") that is placed on the FSS Website by any party other than FSS, and you shall not rely on FSS to ensure that such Content is accurate, complete, current, or in compliance with any rule, regulation or law. FSS shall have the right but not the obligation to refuse or remove any Content that FSS in its sole discretion considers to be harmful, illegal, misleading, or offensive.

You acknowledge and agree that FSS may preserve any Content and may also disclose any Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of FSS, its users and the public.

8. Use of the FSS TECHNOLOGY.

During the term of this Agreement and subject to the terms and conditions set forth herein, FSS grants you a non-transferable, non-exclusive and non-sublicensable right and license to use its FSS Technology provided at the FSS Website solely for your immediate, personal, non-commercial use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the FSS Technology, or any part thereof; (ii) copy the FSS Technology, or any part thereof, in any form, except as set forth in this Section 8; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the FSS Technology, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; or (v) use the FSS Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of FSS, its third party suppliers or any other third party. You agree not to access the FSS Technology by any means other than through the interface that is provided by FSS for use in accessing the FSS Technology. Any other use of the FSS Technology other than as expressly set forth herein without FSS's prior written consent, which may be withheld in FSS's sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.

9. Confidentiality of the FSS TECHNOLOGY.

At all times during the term hereof and at all times thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of yourself or any other individual or entity any Confidential Information of FSS. "Confidential Information" means any trade secrets or confidential or proprietary information whether in written, digital, oral or other form which is unique, confidential or proprietary to FSS, including, but not limited to, all parts of the FSS Technology and any other materials or information related to the business or activities of FSS which are not generally known to others engaged in similar businesses or activities.

10. FSS'S PROPRIETARY RIGHTS.

You acknowledge and agree that the FSS Technology and any necessary technology used in connection with the FSS Technology contain proprietary and confidential information that is protected by applicable intellectual property rights and laws, including without limitation, copyrights, trademarks, service marks, patents or other proprietary rights and laws.

FSS's name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of FSS and may not be used or modified in any manner without the prior written consent of FSS.

11. TERMINATION.

You agree that FSS, at its sole discretion, may terminate your access to and use of the FSS Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if FSS believes that you have violated or acted inconsistently with the terms and conditions of this Agreement. FSS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the FSS Technology (or any part thereof) with or without notice. You agree that FSS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the FSS Technology.

REPRESENTATIONS.

You represent and warrant to FSS that: (i) you are at least 18 years old; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) your use of the FSS Technology complies in all respects with all applicable laws, statutes, regulations, ordinances and other rules; and (v) the Registration Data is truthful and accurate.

13. INDEMNITY.

You agree to indemnify, defend and hold harmless FSS, its employees, directors, officers, agents and its suppliers from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or resulting from this Agreement or the FSS Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; and (ii) your use of the FSS Technology.

14. DISCLAIMER OF WARRANTIES.

THE FSS TECHNOLOGY IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FSS MAKES NO WARRANTY THAT (I) THE FSS TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE FSS TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE FSS TECHNOLOGY WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE FSS TECHNOLOGY WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE FSS TECHNOLOGY WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE FSS TECHNOLOGY IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.

15. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT FSS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF FSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT FSS'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED TEN ($10.00 U.S.) DOLLARS.

COPYRIGHTS.

If you have any right, title or interest in or to any information, including without limitation, data, images, video or any other information, or any intellectual property rights thereof (the "IP"), that is located on any portion of the FSS Website without your prior consent, please provide to FSS the following: (i) a description of such IP; (ii) details of where such IP is located on the FSS Website; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that such IP is located on the FSS Website without your prior consent.

GOVERNING LAW.

THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND FSS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS AND WITHOUT APPLICATION OF THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AND INTERNATIONAL LAWS. YOU AND FSS AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND.

18. GENERAL INFORMATION.

This Agreement constitutes the entire agreement between you and FSS and governs your use of the FSS Technology, superseding any prior agreements between you and FSS, but this Agreement may be supplemented by any other agreement you enter into with FSS pursuant to your participation in other features of the FSS Website. You further acknowledge and agree that you may not assign any part of this Agreement without FSS's prior written consent. This Agreement shall inure to the benefit of each party's successors and assigns. FSS shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of FSS. The failure of FSS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the FSS Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You acknowledge and agree that the parties hereto are independent contractors, and no agency, partnership, franchise, joint venture, employer-employee relationship is intended or created by this Agreement.

19. CONTACTING FSS.

If you have any questions about this Agreement, the Privacy and Security Policy, or any question or problem regarding the FSS Services or FSS Technology, please contact us by sending an email to support@fssusa.com or by mail at 1605 Tower Drive, Moore, OK 73160, USA.