WordStock has developed and acquired marketing rights to computer software for the management of retail stores. Client is an authorized licensee of WordStock and WordStock is willing to provide certain computer software maintenance subject to the terms and conditions herein. For mutual considerations, WordStock and Client agree as follows:

1. Definitions

Software means computer programs developed or marketed by WordStock and Documentation for using them, as well as printed or magnetically-encoded materials related to them. The term Software includes WordStock Software Products only, and does not include Third Party Software or Updates, defined below.

Anniversary Date means the day in each year that marks the anniversary of the installation of the Software and the Computer System at Client's address, as listed above.

Computer System means the devices on which the Software is installed, as described in the attached Schedule A which is a part of this Agreement.

Documentation means the WordStock Manual and on-line electronic "Help" systems and their updated editions.

Error means a failure of a WordStock Software Product to operate in accordance with the Documentation or WordStock's standards for performance.

Intellectual Property Rights means any and all patents, licenses, inventions, trademarks and copyrights relating to the authorship, origin, design, manufacture, programming, operating, or servicing of the Software.

Maintenance Fee means the money to be paid by Client to WordStock for maintenance services, as described in the Addendum, Software Maintenance Fee, a copy of which is attached to this Agreement.

Maintained Software Configuration means the Addendum, Listing of Software and Third Party Software that is covered by this Agreement, a copy of which is attached to this Agreement.

Software License Agreement means the WordStock Software License Agreement between WordStock and Client dated ____/____ .

Third Party Software means computer programs sublicensed by WordStock to Client that either bear the designation "TPS" or comprise the QNX operating system, or are "off-the-shelf" mass-market software.

Update means a modification to the Software that is expressly designated by WordStock as the successor to a Software program.

WordStock Software Product means a computer program licensed under the WordStock trademark.

2. Term

(a) The Term of this Agreement shall be one year and shall begin as of the effective date specified in the Listing of Software and Third Party Software signed between Client and WordStock and continue thereafter until terminated by Client or WordStock.

(b) Following the initial one year of the Term, this Agreement may be canceled by either party upon thirty (30) days prior written notice.

3. Maintenance Services

During the term of this Agreement, WordStock shall provide:

(a) Reasonable telephone, telecommunications, and written support for Client.

Standard WordStock Support hours are:

Monday - Friday   8:00 AM - 6:00 PM, EST.

On-call emergency Support hours are:

Monday - Friday   6:00 PM - 8:00 PM, EST;
Saturday   8:00 AM - 8:00 PM, EST;
Sunday   9:00 AM - 6:00 PM, EST.

(b) All Updates to the WordStock Software Products and Documentation that have been provided to Client, subject to the Software License Agreement.

(c) WordStock shall, to the extent reasonably possible, correct any Errors in any WordStock Software Product provided to Client. If WordStock determines that the Error is due to a defect in the Documentation, WordStock reserves the right to correct the Documentation and not to modify the Software.

(d) WordStock shall use reasonable efforts to resolve operating problems attributable to Third Party Software supplied by WordStock.

Exclusions and limitations to the maintenance services under subparagraphs 3(a)-3(d) above are described in the Addendum, Software Maintenance Fee, a copy of which is attached to this Agreement.

4. Title and Proprietary Rights

Nothing in this Agreement shall be construed as conferring on Client the right to sell, lease, transfer, or dispose of the Updates, without the prior written consent of WordStock. Client's obligations and rights to the Software are contained within the Software License Agreement. This Agreement in no way modifies or supersedes the Software License Agreement.

5. No Warranty

CLIENT HEREBY WAIVES ALL WARRANTIES RELATED TO THE MAINTENANCE, UPDATES AND/OR THE OPERATION OF UPDATES IN CONNECTION WITH THE COMPUTER SYSTEM, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WORDSTOCK ASSUMES NO OTHER WARRANTY EXCEPT AS MAY BE SPECIFICALLY PROVIDED IN WRITING BY WORDSTOCK. WORDSTOCK SHALL NOT BE LIABLE TO CLIENT FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFIT, OR DAMAGES STEMMING FROM LOSS OF DATA OR DATA BEING RENDERED INACCURATE, EVEN IF WORDSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WORDSTOCK'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE MAINTENANCE FEE FOR ONE CONTRACT YEAR.

6. Client Responsibilities

(a) Client shall be responsible for the use of the Software, including but not limited to: assuring proper operating environment, following back-up procedures as described in the Documentation, assuring proper Computer System operation and maintenance, according to the Documentation, not using any computer devices other than the Computer System with the Software, and using only those computer programs approved by WordStock in conjunction with the Software. WordStock shall approve such computer devices or programs on the basis of their quality and compatibility with WordStock Software Products.

(b) Client may not decompile, disassemble, or otherwise reverse engineer the Software. Client may not copy the Updates, except to install the Updates on the hard disk comprising part of the Computer System.

(c) WordStock may suspend or terminate this Agreement in the event that Client does not pay the applicable Maintenance Fee or any other monies due to WordStock in full, within thirty (30) days of the applicable due date. Once terminated, this Agreement may be resumed only by written agreement of both WordStock and Client.

7. Taxes

Client shall pay all taxes and duties applicable in connection with this Agreement. Such taxes and duties may be invoiced separately from the license fee. Client accepts sole responsibility for any taxes and duties incurred in connection with this Agreement.

8. General

(a) This Agreement constitutes the entire agreement between WordStock and Client and supersedes all previous understandings. No waiver or modification of any portion of this Agreement shall be effective unless made in writing and signed by an authorized officer of WordStock.

(b) All notices pursuant to this Agreement shall be in writing by a return receipt method, and shall be sent to WordStock or Client at the address shown on page 1 of this Agreement, unless either party notifies the other in writing of a new address.

(c) This Agreement shall be governed in accordance with the laws and in the State and Federal Courts of Massachusetts. Both Client and WordStock waive any objections to the personal jurisdiction and venue of such courts. Any such action except to collect money due by Client shall be brought within one (1) year following the date of discovery of the event giving rise to such action.

(d) Paragraphs 4, 5, 7, and 8 shall survive termination of this Agreement for any reason.

(e) The rights of WordStock and obligations of Client under this Agreement shall inure to the benefit of WordStock's assignees, successors, licensors, and licensees. Client may not assign, transfer, or sublicense this Agreement in whole or in part. The provisions of this Agreement are severable.

(f) WordStock shall not be liable to Client for any delay or failure to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause beyond the reasonable control of WordStock, including but not limited to labor disputes, strikes, acts of God, shortages of materials, war, embargoes, or regulations or orders of any government or agency.

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