                                            Terms of Service

                                            Welcome to the Fabricated Software, Inc. ("Us" or "Our" or "We") Service!

                                            FABRICATED SOFTWARE, INC, a New Jersey Corporation (“FABSOFT”), develops, markets, and licenses office automation, document capture, and document distribution software (“Software”).  These Terms of Service (“Terms”) describe your rights and responsibilities as a CUSTOMER of FABSOFT to our Software.  These Terms are between you and FABSOFT for the Software Product you use or access as listed on a Software Order from FABSOFT.  “You” means the entity you represent in accepting these Terms.  You are accepting on behalf of your employer or another entity, and you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or a similar button or checkbox) that is presented to you or sign this agreement.  IF YOU ACCESS A FABSOFT PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
                                            These Terms are effective as of the date you agree to these terms on the purchase page (or a similar button or checkbox) or use or access a FABSOFT Software Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed to be binding. You indicate your assent to these Terms by clicking “I agree” (or a similar button or checkbox) when you register a Software license pursuant to a Software Order or upon signing the agreement as provided below.
                                            AGREEMENT
                                            In consideration of the mutual promises set forth herein, the Parties agree as follows:
                                            1.	The Terms of this agreement govern the rights and obligations of the CUSTOMER relating to the Software.  Specific subjects to the Terms of this agreement may relate to a series of individual schedules and related agreements, including:
                                            1.1.	Software Orders.  The Software licensed by FABSOFT to CUSTOMER is defined in one or more Orders from the CUSTOMER.
                                            1.2.	Each Software Order will identify the Software being licensed to CUSTOMER, the number of licenses, subscription term of the licenses (in months or years), and subscription license fees.  The Software Order provides access to any Product Description for the Software.
                                            1.3.	To the extent that any Software Order calls for a separate Maintenance and Support Agreement or additional professional services, a Statement of Work (“SOW”) will describe the support obligations, professional services, scope, and fees.

                                            2.	OBLIGATIONS OF CUSTOMER.  CUSTOMER agrees to: 
                                            2.1.	Pay the fees for the Software as outlined in any Software Order relating to the license granted under these Terms.
                                            2.2.	Ensure all users maintain unique login credentials to access the Software.  Users may not share login credentials (username and password). 
                                            2.3.	FABSOFT requires each person who accesses and uses the Software to accept an End User License Agreement (“EULA”).  CUSTOMER will ensure that each End User accepts an EULA before accessing the Software and instruct users as to the requirements and restrictions relating to access and use of the Software.  FABSOFT reserves the right to amend the EULA from time to time.  A link to the EULA is contained in the Software Order.

                                            3.	FEES AND PAYMENT.
                                            3.1.	FABSOFT or its affiliates shall invoice CUSTOMER. CUSTOMER will pay FABSOFT for the Software and any services in amounts and within the times outlined in any Software Order or SOW.
                                            3.2.	Subscription Non-Payment.  CUSTOMER is licensing the Software through a subscription payment for months or years at the rate defined in an Order.  CUSTOMER is responsible for paying a monthly or annual subscription fee in a timely manner.  FABSOFT retains the right to terminate CUSTOMER access to the Software for an unpaid subscription.  
                                            3.3.	All amounts payable hereunder are exclusive of local, State, and Federal taxes.

                                            4.	SUPPORT. During the Subscription Term, FABSOFT will provide support for the Software as defined in the applicable Software Order and any additional Statement of Work (“SOW”) for support.

                                            5.	RESTRICTIONS. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Software; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate any Software into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Software Product; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to perform any of the restricted acts in these Terms.

                                            6.	OWNERSHIP
                                            6.1.	CUSTOMER Ownership. CUSTOMER shall exclusively own all rights, title, and interest in and to any Data and any derivative works, modifications, enhancements, or adaptations of the Data.  CUSTOMER shall retain ownership of any pre-existing IP.  Use of the Offering does not create any rights on behalf of FABSOFT to interfere with the rights, title, interest, or ownership of any pre-existing IP of CUSTOMER.  
                                            6.2.	FABSOFT Ownership.  FABSOFT retains all rights, title, and interest in the Software, including all Trade Secrets, IP, and all IP rights.  FABSOFT reserves all rights not expressly granted in this Agreement relating to the ownership of the Software and related IP.   
                                            6.3.	OTHER PRODUCTS AND SERVICES. Nothing in this Agreement shall prevent FABSOFT from providing comparable Offerings, Software, or Services to any other customer at any time or in any manner that does not violate CUSTOMER’s or End Users’ Intellectual Property (“IP”), use any of CUSTOMER’s Confidential Information, or violate any other provision of this Agreement, or otherwise interfere with or prevent FABSOFT from fulfilling its obligations to CUSTOMER hereunder.

                                            7.	REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants that (i) it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding obligation, enforceable against such Party in accordance with its terms; and, (iii) its execution and performance of this Agreement will not conflict with or violate any agreement or obligation by which such Party is bound.

                                            8.	TERM AND TERMINATION
                                            8.1.	Term.  This Agreement shall commence on the Effective Date. It shall remain in effect throughout any active SOW and for one (1) year after that (the “Initial Term”), unless earlier terminated as provided in this Agreement.  
                                            8.2.	Termination for Breach.  Either Party may terminate this Agreement at any time upon thirty (30) days prior written notice if the other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days following written notice of such breach from the non-breaching Party.
                                            8.3.	Automatic Termination. Either Party shall be entitled to terminate this Agreement without notice to the other Party if such other Party ceases doing business, makes an assignment for the benefit of its creditors, becomes insolvent, or is the subject of a voluntary or involuntary petition of bankruptcy, receivership, or similar proceeding.
                                            8.4.	Effect of Termination.
                                            8.4.1.	Upon termination of this Agreement by FABSOFT, all amounts payable to FABSOFT and/or credits to CUSTOMER accrued before such termination in accordance with this Agreement shall be made within 30 days of termination.
                                            8.4.2.	All sections and obligations of this Agreement that require ongoing performance beyond the Term of the Agreement shall survive any termination or expiration.

                                            9.	LIMITATION OF LIABILITY.
                                            9.1.	NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY SHALL EXCEED THE SUM OF TWO TIMES THE TOTAL AMOUNT PAID BY THE CUSTOMER TO FABSOFT UNDER THIS AGREEMENT.
                                            9.2.	Neither FABSOFT nor its affiliates shall have any liability under this Agreement to the extent that any failure to provide the Offerings or to provide Support is the result of the failure of CUSTOMER or any End Users to grant reasonable access or to respond to any requests from FABSOFT or its affiliates for information that is reasonably necessary to the provision of such Offering or performance of such Services.  To the extent that any such failure of CUSTOMER or its End Users results in material additional expense to be incurred by FABSOFT or its affiliates, CUSTOMER will compensate FABSOFT for such work.
                                            9.3.	DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY OUTLINED IN THIS AGREEMENT FABSOFT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND (II) FABSOFT DOES NOT WARRANT THAT:
                                            9.3.1.	THE SOFTWARE WILL MEET ALL END-USERS REQUIREMENTS;
                                            9.3.2.	THE SOFTWARE WILL OPERATE IN ALL COMBINATIONS AN END-USER MAY SELECT;
                                            9.3.3.	THE SOFTWARE WILL SERVE THE PURPOSES INTENDED BY ALL END-USERS OR
                                            9.3.4.	THE SOFTWARE OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED, OR ALL SOFTWARE ERRORS WILL BE CORRECTED.  

                                            10.	GENERAL PROVISIONS
                                            10.1.	Relationship of the Parties. The Parties are independent contractors with respect to their rights and obligations under this Agreement, and nothing in this Agreement shall be deemed to create a partnership, joint venture, employment, or similar relationship. Neither Party is an employee, owner, partner, or agent of the other Party, and neither Party has nor will it represent that it has any authority to bind the other Party or to assume or create any obligations or responsibilities, express or implied, on behalf of the other Party or in the other Party’s name without the other Party’s express written consent.  Each Party will be solely responsible for payment of all salaries, wages, tax, and related benefits in respect of its employees relating to this Agreement.
                                            10.2.	Notices.  Notices under this Agreement shall be sufficient only if delivered by a major commercial rapid delivery courier service with tracking capabilities or mailed by U.S. certified or registered mail, return receipt requested to a party at its addresses outlined in the preamble or as amended by notice pursuant to this subsection.  
                                            10.3.	Governing Law and Venue.  CUSTOMER and FABSOFT agree that the laws of the State of New Jersey shall govern this Agreement's validity, construction, and performance.  If any claim, controversy, or dispute between the parties, their agents, employees, officers, directors, or affiliates ("Dispute") cannot be settled through negotiation or mediation, it shall be resolved by arbitration conducted by a single arbitrator (the “Arbitrator”) engaged in the practice of law, selected by and under the then current rules of the American Arbitration Association ("AAA").  The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, shall guide whether or not a dispute is appropriate for arbitration.  The venue for such arbitration shall be Newark, New Jersey, at a location selected by the Arbitrator. The Arbitrator shall not have authority to award punitive damages. All expedited procedures prescribed by the AAA rules shall apply. The Arbitrator's decision and award shall be final and binding, and judgment may be entered in any court having jurisdiction thereof.  Each party shall bear its costs and attorneys' fees and share equally in the fees and expenses of the arbitrator. The parties agree that the Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
                                            10.4.	Severability.  If any singular part of this Agreement is held to be invalid or unenforceable, all other remaining parts remain in full force and effect.
                                            10.5.	Waiver.  The waiver or failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
                                            10.6.	Force Majeure.  Neither FABSOFT nor CUSTOMER shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, acts of nature, pandemic, or other causes that are beyond its reasonable control (“Force Majeure Events”). 
                                            10.7.	Assignment.  Neither Party may assign or otherwise transfer, expressly or by operation of law, any of its rights or obligations under this Agreement without the prior written consent of the other Party, except pursuant to any merger, consolidation, reorganization, sale, or other transfer of all or substantially all of that Party’s assets or business, in which case the transferring Party shall notify the other Party and provide reasonable detail regarding the assignee, as soon as reasonably practicable after the assignment.  Each assignee of this Agreement, or any of either Party’s rights or obligations hereunder, regardless of whether an assignment is made expressly or by operation of law, will assume all of the assigning Party’s duties and obligations hereunder.  Any assignment that violates this Section shall be null and void and of no force and effect.  In no event shall either Party assign the Agreement to a material competitor of the other Party.
                                            10.8.	Entire Agreement.  These Terms are the entire and exclusive statement of the terms and conditions between the parties with respect to its subject matter as of its date and supersedes all prior agreements, negotiations, representations, and proposals, written or oral. In the event that the terms and conditions of any schedule or Order conflict with any term or condition contained in this document, these Terms shall govern.

                                            By Agreeing on the purchasing page, you, as an authorized representative of the CUSTOMER, have executed this Agreement and accepted the Terms, including any other applicable schedules and addenda as specified herein, to be effective as of the date set forth above.
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