1. Definitions

(a) "Licensed Software" shall mean Asure Online Web Personnel Role, Asure Online Web PayrollHR Role, Asure Online Web Employee Role, Asure Online Web Manager Role, and/or Asure Online Custom Roles. The Licensed Software shall only include software designed for the purpose of entering, processing, and reporting of Human Resource and payroll data and directly related processing; including processing of Federal compliance reports, payroll checks, payroll tax depositing and filing, and other payroll analysis reporting. Licensed Software shall consist of programs in executable form only and related user manuals and documentation, together with any additional computer programs that may be provided by Asure Software such as updates, upgrades, enhancements, or modifications to the Licensed Software.

(b) "Proprietary Rights." All rights in and to copyrights, rights to register copyrights, trade secrets, inventions, patent rights, trademarks, trademark rights, confidential and proprietary information protected under contract or otherwise under law, and other similar rights or interests in intellectual or industrial property.

(c) "Asure Online" shall mean any website domain hosting the Licensed Software that is owned and operated by Asure for the purpose of providing Human Resource or Payroll Processing functionality.

(d) "End Users" shall mean the employees of the Licensee and its subsidiaries who have authorized access to the Licensed Software.

2. Grant of License

(a) Subject to and expressly conditioned upon Licensee's compliance with the terms and conditions of this Agreement, Asure Software hereby grants to Licensee during the term of this Agreement, a nontransferable (except as provided in Section 7) and nonexclusive right to access the Licensed Software as described in this Agreement (the "Production Software"). Licensee shall have the right to customize the screens that are viewed by End Users with its branding; however, Licensee shall not remove, alter, obscure or modify any copyright notices of Asure Software, nor shall Licensee remove, alter, obscure or modify the "About this Software" link in the Licensed Software which identifies Asure Software as the provider of the software. Licensee may purchase additional licenses as described in Exhibit "B" of this Agreement. Additionally, during the term of this Agreement, Licensee may use, access and customize the Licensed Software (without paying an additional license fee) in a testing, backup, and development environment(s) provided that the copy of the Licensed Software being operated in either the testing, backup, and development environment(s) shall in no event be used for production purposes concurrently with the Production Software.

(b) All title and copyrights in and to the Licensed Software (including but not limited to any reports, scripts, images, photographs, text, and objects incorporated into the Licensed Software, except those designed and developed by Licensee without the assistance of Asure Software), the accompanying printed materials, and any copies of the Licensed Software, are owned by Asure Software or its suppliers or used with permission. The Licensed Software is owned by Asure Software, is represented by Asure Software to be non-infringing and not misappropriating any rights of a third party (including any patent, copyright, trademark, Proprietary Rights, or trade secret rights), and the Licensed Software is protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

(c) Licensee is granted the right to copy and make derivative works of the printed materials accompanying the Licensed Software for internal use and to provide copies to End Users, provided the title and copyright notice is included conspicuously on all copies.

(d) Licensee has the right to make back-up copies of the Licensed Software for archival purposes only. Licensee agrees that backup or archival copies of the Licensed Software will not be stored, transported or located outside the United States.

(e) Licensee acknowledges that export of the Licensed Software or its technical data from the United States may be restricted by U.S. export control laws.

(f) Licensee may not alter (except as provided for in Section 2(g)), disassemble, de-compile, or reverse-engineer the Licensed Software.

(g) The Licensed Software includes source code embedded in reports, screens, database stored procedures, and database table definitions. Licensee acknowledges Asure Software's copyright of all source code in reports, screens, database stored procedures, and database table definitions, and Licensee agrees not to distribute or use any source code except as otherwise provided herein. Licensee's right to modify the source code in the reports is limited to modifying or producing new functionality designed to work exclusively with Licensee's authorized use of the Licensed Software. In no event shall the reports, any derivatives or adaptations, be used with any other payroll or human resource software, without prior written consent of Asure Software.

(h) The Licensed Software is licensed as a single product. Neither the software programs comprising the Licensed Software or any update or upgrade may be separated for use other than as specified in this Agreement or any other agreement between the parties.

(i) Licensee agrees to make good faith efforts to protect Asure Software's Proprietary Rights and the rights arising from this Agreement, including, but not limited to, making good faith efforts to prevent Licensee's employees or agents from violating Licensee's obligations herein and requiring their execution of non-disclosure and non-use agreements.

(j) Licensee acknowledges that the Licensed Software is a work in process and may be modified substantially during the term of this Agreement, provided that no such modifications will be made by Asure Software that impair or materially reduce Licensee's use and functional operation of the Licensed Software as it existed prior to such modification.

(k) Licensee agrees not to install or post the Licensed Software, or allow the Licensed Software to be installed or posted on a publicly accessible network, including, but not limited to, the Internet, provided that such restriction shall not apply to Licensee's collecting and transmitting data and reports for use on the Licensed Software. Licensee indemnifies and agrees to pay for the defense of any action which might be brought arising out of any unauthorized disclosure caused by Licensee's intentional or negligent acts. Licensee further indemnifies and agrees to pay for the defense of any action which might be brought by a client or customer of Licensee to the extent Licensee causes the unauthorized disclosure of such client or customer data.

(l) No license is granted to Licensee for the human readable code of the software (source code).

(m) Except as provided for in this Agreement, Licensee shall not lease, rent, sell, transfer, distribute, re-license or sublicense the Licensed Software or use it or permit its use in a time-sharing arrangement or in any other unauthorized manner nor shall Licensee copy, manufacture, modify, or prepare derivative works of the Licensed Software or the accompanying printed materials.

3. Development Materials and Enhancements to the Licensed Software

Licensee agrees that all training and procedural materials developed by Asure Software, in conjunction with the installation or use of the Licensed Software for use by Licensee, shall be the property of Asure Software and are copyrighted, trade secret information belonging to Asure Software. Licensee further agrees that additions and supplements to the Licensed Software which may be developed for Licensee through reimbursed efforts of Asure Software employees or its agents, whether or not in conjunction with Licensee's employees or agents, shall become the exclusive property of Asure Software. Licensee agrees to cause to be executed all documents necessary to perfect Asure Software's rights in such additions and supplements. To the extent that such additions and supplements are copyrightable, Licensee hereby acknowledges that such additions and supplements are works for hire for the benefit of Asure Software and that Licensee has received adequate consideration for providing all rights in such copyrights to Asure Software. Asure Software hereby agrees that the Licensee shall have the right, at no additional cost, to use in its own operations such training and procedural materials and such additions or supplements to Licensed Software developed in conjunction with or for Licensee.

4. Limitation of Liability

(a) Except as provided in Section 6 of this Agreement, in no event shall Asure Software or its suppliers be liable to Licensee or any other party for incidental, special or consequential damages, loss of data or data being rendered inaccurate, loss of profits or revenue, or interruption of business in any way arising out of or related to the use or inability to use the software and/or documentation, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of Asure Software or its suppliers has been advised of the possibility of such damages. This disclaimer of liability for damages will not be affected by any failure of the sole and exclusive remedies hereunder.

(b) Except as provided in Section 6 of this Agreement, in no case shall Asure Software's liability exceed the fees paid under this agreement during the 12 months immediately prior to the date the claim arises hereunder.

5. Miscellaneous

(a) Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.

(b) Confidentiality. Licensee acknowledges Asure Software's claim that the Licensed Software embodies valuable confidential and proprietary property and trade secrets consisting of algorithms, logic, design, and coding methodology, which is proprietary to Asure Software. Licensee shall safeguard the confidentiality of the Licensed Software, using at least reasonable care. Such care shall include, without limitation, instituting reasonable procedures to ensure that copies of the Licensed Software are made only as expressly authorized herein, and that access to the Licensed Software is made available only to (i) Licensee employees who are authorized hereunder, and (ii) to contractors who are in direct support of Licensee's payroll processing operations.

(c) Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Florida, and, where such laws are preempted by the laws of the United States, by the internal laws of the United States, in each case without regard to (a) conflicts of law principles and (b) the applicability, if any, of the United Nations Convention on Contracts for the International sale of goods.

(c) Interim and Permanent Relief. Upon the application of either party to this Agreement, and whether or not a mediation has yet to be initiated, all courts having jurisdiction over one or more of the parties are authorized to: (i) issue and enforce in any lawful manner such temporary restraining orders, preliminary injunctions and other interim measures or relief as may be necessary to prevent harm to a party's interest or as otherwise may be appropriate pending the conclusion of mediation proceedings pursuant to this Agreement; and (ii) enter and enforce in any lawful manner such judgments for permanent equitable relief including injunctive relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of awards pursuant to this Agreement.

(d) Any proceeding conducted under or in connection with this Agreement shall take place in Tampa, Florida.

(e) Legal Expenses. If any proceeding is brought by either party to enforce or interpret any term or provision of this Agreement, the substantially prevailing party in such proceeding shall be entitled to recover, in addition to all other relief arising out of this Agreement, such party's reasonable attorneys' and other experts' (including without limitation accountants) fees and expenses.

(f) This Agreement amends, supersedes and replaces all Asure License Agreements, Asure ASP Agreements, and/or Asure Service Agreements, unless otherwise specifically stated. In the event of any conflict between provisions of the earlier agreements and this Agreement, the provisions of this Agreement shall control.

6. Indemnification

(a) Asure Software will defend and does hereby hold harmless Licensee from all claims, suit or action, loss, damage, judgment, costs and expenses that may result from any actual or alleged patent, trademark, trade secret, copyright or other proprietary rights infringement or expropriation of the Licensed Software or its documentation, as supplied by Asure Software, provided that Licensee will provide prompt notice of any such action and Asure Software shall have sole control of the defense of any such action.

(b) In addition to the above duty to defend and hold harmless, Asure Software shall during the term of this Agreement at its sole expense either: (i) undertake best efforts to procure for Licensee the right to continue to use the Licensed Software or its documentation as contemplated hereunder, or (ii) modify the Licensed Software or its documentation to eliminate any infringement claim which might result from its use hereunder, provided that the Licensed Software's performance and functionality remain substantially the same or (iii) replace the Licensed Software or its documentation with an equally suitable, compatible and functionally equivalent non-infringing product and non-infringing documentation at no additional charge to Licensee.

(c) The foregoing notwithstanding, Asure Software shall have no liability for any claim of infringement, and therefore no duty to defend or indemnify, based on: (i) any modification of the Licensed Software not approved or performed by Asure Software to the extent the modification is the basis of the claim asserted; or (ii) any combination of the Licensed Software with any software or equipment not supplied, recommended or approved by Asure Software, to the extent the combination of such equipment is the basis of the claim asserted.

(d) Licensee agrees to defend, indemnify, and hold harmless Asure Software from all claims, suits, actions, losses, damages, judgments, costs, and expenses that may result from any actual or alleged patent, trademark, trade secret, copyright or other proprietary rights infringement or expropriation arising from: (i) any modification of the Licensed Software performed by Licensee or on its behalf which is not approved or performed by Asure Software; or (ii) any combination of the Licensed Software with any software or equipment by Licensee or on its behalf which is not supplied, recommended or approved by Asure Software.

7. Assignment

Licensee shall not assign any of its rights under this Agreement without the prior written consent of Asure Software (which will not be unreasonably withheld), except that no such consent will be required in connection with a merger, reorganization, consolidation, or sale of all, or substantially all, of Licensee's assets or stock; provided that the assignee assumes in writing or by operation of law the obligations of the assignor under this Agreement. Any attempt to assign except as permitted shall be null and void. Subject to the foregoing restriction on assignment by Licensee, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

8. Availability of Services

Asure will use commercially reasonable efforts to ensure that the Online Services that Asure offers are available for Licensee's use; however, Asure makes no guarantee that the these online services will be available 24 hours per day, 7 days a week, or that the services will be error-free. Errors include but are not limited to site interruption, server downtime, errors in coding, and product malfunction. Asure reserves the right to add, delete, or modify from time to time the services offered at the Asure Online web site and will provide reasonable notice of such changes if the changes materially impact Licensee's ability to use the services at the site.

9. Acceptable Use Policy

(a) Licensee may use the Asure Online web site only for lawful, intended, and proper purposes. Asure does not take affirmative steps to monitor the activities of its Licensees on the Asure Online website. Asure reserves the right to remove all of the following categories of material that may be posted at the Asure Online website:

(b) Material that is legally obscene, including but not limited to material that violates federal or state child pornography statutes;

(c) Libelous, defamatory, abusive, offensive, inappropriate or otherwise unacceptable material;

(d) Material that violates proprietary or intellectual property rights of Asure or third parties, including but not limited to patents, trademarks, or copyrights;

(e). Material that compromises the privacy of another party's communications;

(f) Material that causes technical disturbances to the Internet or Asure's network or services; or

(g) Any other material that is unlawful or that Asure deems inappropriate for posting on its site. (h) Asure is not responsible for the content of postings made by its Licensees or others. In the event that Asure becomes aware of posted information that is illegal, otherwise improper, or violates its Acceptable Use Policy, Asure reserves the right to remove the posting.

(i) Asure reserves the right to terminate the Online Services of any Licensee who repeatedly violates this Acceptable Use Policy.

10. Legal Advice

(a) Asure does not offer legal advice, and any references to federal, state or local law, regulation, legal terminology, or statute are for informational purposes only. Legal references at the Asure Online website are meant to inform Licensees of issues that may be relevant to their businesses. Such references are meant to facilitate independent research into matters collateral to the services Asure provides.

(b) Asure makes no representation, warranty, or claim that the information available on the Asure Online website is current or accurate. Do not act or rely upon any of the resources and information available in the Asure Online website without seeking professional legal advice.

11. Security and Confidentiality of Information

Asure is aware that the information transferred to Asure from Licensee is confidential. Asure will use commercially reasonable efforts to ensure that Licensee's data that is hosted within Asure computers on the Licensed Software is maintained as private and is accessible through proper password authentication only. Asure will provide Licensee with a secret password to allow Licensee, and only Licensee, to access its information. Licensee has an affirmative duty to protect the confidentiality of the password. If Licensee's password is lost, stolen, or otherwise compromised, Licensee shall notify Asure immediately, and Asure shall take reasonable steps to deactivate the compromised password. Asure is not responsible for data that is lost, altered, or becomes public through Licensee's failure to protect its password.

12. Entire Agreement Amendments

This Agreement, together with the Asure Online Services Purchase Agreement, constitutes and embodies the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior written, electronic or oral communications, agreements or understandings between the parties with respect thereto. The parties represent and warrant to each other that they are not relying upon any verbal representations or agreements which are not contained within the text of this Agreement. This Agreement may not be modified or amended except by a written instrument executed by the parties that references this Agreement.

Asure Software, Inc.
5100 W Kennedy Blvd
Tampa, FL 33629
813-387-3100
Fax: 813-387-3150