SAGE TIMBERLINE ONLINE — TERMS OF USE

IMPORTANT - READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY YOU MUST AGREE TO THESE TERMS TO GAIN ACCESS TO THIS SITE

Welcome to Sage Software's Sage Timberline Online (the "Site"). The Material and Software posted on this Site is made available by Sage Software as a service to its customers, Business Partners, Consultants, Development Partners and other authorized users (and those of Sage's predecessor, Timberline Software Corporation ("Timberline")) to provide information, technical support and maintenance for Sage Timberline Office. Your access to this Site and use of any Material or Software is subject to the terms and conditions set out below ("Terms"). If You do not agree to these Terms, do not access this Site or use any Material or Software. By accessing and using this Site, the Material and Software, You agree to these Terms. Sage reserves the right to modify these Terms at any time without notice to You.

As used herein, "End User" means a person or entity to whom Sage granted an express End User License to use Sage Timberline Office; "Material" means all information and documentation made available from this Site, excluding Software; "Sage" means collectively, Sage and Timberline; "Sage Timberline Office" means Timberline, Timberline Office and Sage Timberline Office software distributed directly or indirectly by Sage; "Software" means software made available for download from this Site; and "You" and "Your" refers to You or the company You represent.

1. LICENSE. The Material and Software is copyrighted and any unauthorized use may violate copyright, trademark, and other laws. Subject to the Requirements and Restrictions set out in paragraph 2, below:
   1. If You are an End User, You may (i) view and download copies of the Material only in support of Your internal use of Sage Timberline Office, and (ii) download, install and run a reasonable number of copies of the Software, subject to the terms of Your End User License or, if other terms and conditions accompany the Software, to such other terms and conditions. In no event may You use the Software to exceed the number of uses or rights granted to You when You purchased licenses to use Sage Timberline Office.
   2. If You are a Business Partner, Certified Consultant or Trainer, Development Partner, or other user authorized by Sage to access this Site, You may view and download the Material and Software only in support of written agreements executed by and between You and Sage that grant You rights to Sage Timberline Office.
2. REQUIREMENTS AND RESTRICTIONS.
   1. Requirements. You must retain unaltered any copyright or other proprietary notice included in or on the Material and Software in each copy You make.
   2. Restrictions. Unless expressly licensed by Sage to do so, You may not modify, create derivative works of, reverse engineer, transmit, publish, publicly display, perform, license, rent, lease, disclose, transfer, data mine, post, sell or externally distribute by any method or means, any Material or Software. You may not use this Site in any manner that could damage, disable, overburden or impair any Sage server or networks connected to any Sage server, or interfere with any other party's use of this Site. You may not attempt to gain access to any part of this Site that Sage has not expressly authorized You to access. You may not use this Site to conduct surveys, contests, send junk E-mail or spam, buy or sell goods or services, upload or download any virus-like files that would damage or interfere with any computer or network, or harvest or otherwise collect information about others, including E-mail addresses.
3. OWNERSHIP. By granting You the licenses described above and access to this Site, Sage does not grant You any ownership interest in or to the Materials or Software. This is a license, not a transfer of title. Except as expressly granted to You herein, Sage and its Suppliers do not grant any express or implied right to You under any patents, copyrights trademarks or trade secret information.
4. LOGO AND TRADEMARK USE. You may not download from this Site any logos or other trademarks for Your personal or commercial use unless the page from which You access the logo or trademark gives You express permission to do so.
5. DISCLAIMER OF WARRANTIES. THE MATERIAL AND SOFTWARE ARE PROVIDED "AS IS." SAGE AND ITS SUPPLIERS DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO A WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE, AND WARRANTIES OF TITLE OR NON-INFRINGEMENT. SAGE DOES NOT WARRANT THE AVAILABILITY, ACCURACY OR USEFULNESS OF THIS SITE OR THE MATERIALS OR SOFTWARE AND DOES NOT WARRANT THAT THEY WILL BE FREE FROM BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS.
6. LIMITATION OF SAGE'S LIABILITY. NEITHER SAGE NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM THESE TERMS OR YOUR ACCESS TO THE SITE OR USE OF MATERIALS OR SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF ANTICIPATED BENEFITS OR INTERRUPTION OF BUSINESS), BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT, NEGLIGENCE AND BREACH OF WARRANTY, EVEN IF SAGE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY DESCRIBED HEREIN. IN NO EVENT SHALL SAGE'S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE FEE PAID BY YOU FOR ACCESS TO THIS SITE IN THE TWELVE MONTH PERIOD PRECEDING YOUR CLAIM. SOME STATES DO NOT ALLOW A LIMITATION ON CONSEQUENTIAL OR INCIDENTAL DAMAGES SO SECTIONS OF THIS PARAGRAPH MAY NOT APPLY TO YOU.
7. SUBMISSIONS. The content of any submission, E-mail, feedback, communication, material or information that You transmit or post to this Site ("Content") will be considered non-confidential and non-proprietary and You grant Sage an irrevocable and unrestricted license to exploit the Content for any commercial or non-commercial purpose without compensation or attribution to You. Sage may, but is not obligated to monitor any bulletin boards, chat rooms or other user forums made available on this Site, but reserves the right to remove any Content at any time at its sole discretion. Sage may contact You by E-mail in response to any inquiry You make through, or Content You post to, this Site. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, and pornographic or other material that would violate any law. Sage shall have no liability to You or any third party related to any such Content posted to this Site by others.
8. CONFIDENTIALITY. Because Material or Software may contain Sage's or its suppliers' proprietary, confidential or trade secrets information, You may not disclose Material or Software to any third party unless the page from which You access expressly permits You to make such disclosure. You may not disclose to any third party any passwords or codes provided to You by Sage that allow You to access this Site.
9. LINKS. Third party sites and materials that link to this Site are not controlled by Sage and Sage is not responsible for any content contained therein. If You link to such sites, You do so at Your own risk. Links to or from such sites do not constitute an endorsement by Sage of the sponsor or content of such sites.
10. TERMINATION OF THIS LICENSE. Sage may terminate this license at any time upon notice to You if You breach the Terms. Upon termination, You will immediately destroy all copies of Materials You have made and cease using any Software that is not required for the proper and actual use of Sage Timberline Office. Paragraphs 2, 3, 5, 6, 7, 9, 10, 11, 12, and 13 shall survive any expiration or termination of these Terms.
11. APPLICABLE LAWS. This Site is controlled by Sage from its offices in the United States. You may not access any Material or Software from this Site if doing so would violate any law or regulation applicable to Your jurisdiction or if access to them is illegal from Your jurisdiction. You may not export Materials or Software in violation of U.S. export laws and regulations. All claims arising from, out of or relating to these Terms or Your access to this Site or use of any Materials or Software, under any legal or equitable theory, shall be governed by the internal substantive laws of the State of California without regard to its conflict of laws provisions. No action, regardless of form, arising out of or related to these Terms or Your access to this Site or use of Materials or Software, may be instituted by either party more than one (1) year after the cause of action arose, except that the above limitations shall not apply to the enforcement of any of Sage's intellectual property rights. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.
12. RESTRICTED RIGHTS. Any material made available from this Site, including Software which may be downloaded for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Sage Software, Inc. 56 Technology Drive, Irvine, California 92618-2301.
13. MISCELLANEOUS TERMS. You may not assign these Terms to any third party for any reason; any attempted assignment shall be void. Sages' failure to exercise or enforce any provision of these Terms shall not constitute any waiver of such provision or any other. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, it shall be stricken and the remaining provisions shall remain in full force and effect. These Terms (i) may not be modified or altered except by written instrument dully executed by both parties and (ii) constitute the entire agreement between the parties with respect to the subject matter hereof.