TERMS AND CONDITIONS FOR USE OF WEB SITE AND INFORMATION ANY ACCESS TO CAPITAL SOFTWARE, INC.’S WEB SITE (THE “WEB SITE”) AND ANY OF CAPITAL SOFTWARE, INC.’S SERVICES OR ELECTRONIC INFORMATION ACCESSED, DOWNLOADED, OR USED FROM THE WEB SITE (COLLECTIVELY OR INDIVIDUALLY, AS THE CASE MAY BE, “INFORMATION”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT UNDER WHICH YOU WILL BECOME A “USER” OF THE WEB SITE AND INFORMATION. USE OF THE WEB SITE OR THE INFORMATION BY ANYONE NOT A USER IS STRICTLY PROHIBITED. BY ACCESSING, COPYING OR OTHERWISE USING THE WEB SITE OR THE INFORMATION, YOU - THE USER – AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OR SUCH OTHER SUPPLEMENTAL TERMS AND CONDITIONS AS MAY BE FOUND IN LINKS LOCATED ON ANY OF THE WEB PAGES FOUND THROUGHOUT THE WEB SITE. IF USER DOES NOT AGREE TO THESE AND THE OTHER SUPPLEMENTAL TERMS AND CONDITIONS, USER MAY NOT USE THE WEB SITE OR ACCESS, DOWNLOAD OR USE ANY INFORMATION FROM IT

INFORMATION AND USE.

1.1  Internal Business Use Only
Unless otherwise specified, the Web Site and Information are for User’s personal and internal business use only. User may not modify, copy, distribute, transmit, reproduce, publish, license, create derivative works from, transfer, or sell any Information obtained from the Web Site.

1.2  Ownership of Information
The Information is copyrighted and is protected by worldwide copyright laws and treaty provisions. The Information may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Capital Software, Inc.’s prior written permission and is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Except as expressly provided herein, Capital Software, Inc. does not grant any express or implied right to User under any patents, copyrights, trademarks or trade secret information.

1.3  Prohibitions
User may not copy, and agrees to prevent unauthorized copying of, the Information. User may not rent, sell, distribute or transfer the information, or any part thereof. User may not modify, adapt, enhance or otherwise create derivative works of the Information.

1.4  Copying of Information
User may make one copy of the Information for archival purposes only, provided that such copy is kept in a secure location and that such copy shall be subject to all of the restrictions in this Agreement. User shall not alter or remove any copyright, trade secret or other proprietary rights notices that may appear on or with the information, and User agrees to reproduce such notices on any copies of the Information made by User.

DISCLAIMER OF WARRANTIES

2.1  General
CAPITAL SOFTWARE, INC. MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE COMPLETENESS, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE WEB SITE OR THE INFORMATION FOR ANY PURPOSE. THE WEB SITE, INCLUDING THE DATABASE AND ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE WEB SITE, IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AT USER’S SOLE RISK. CAPITAL SOFTWARE, INC. MAKES AND USER RECEIVES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER. CAPITAL SOFTWARE, INC. EXPRESSLY DISCLAIMS ANY EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CAPITAL SOFTWARE, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB SITE OR ANY MATERIALS OR CONTENT WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CAPITAL SOFTWARE, INC. SHALL NOT BE LIABLE FOR THE USE OF THE WEB SITE OR DATABASE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN

LIMITATION OF LIABILITY AND REMEDIES

3.1   Exclusion
NOTWITHSTANDING ANY DAMAGES THAT USER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), USER EXPRESSLY UNDERSTANDS AND AGREES THAT CAPITAL SOFTWARE, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND AUTHORIZED AGENTS, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF CAPITAL SOFTWARE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE AND DATABASE. IF USER IS DISSATISFIED WITH ANY PORTION OF THE WEB SITE OR THE INFORMATION, OR WITH ANY OF THESE TERMS OF USE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITE AND THE INFORMATION.

3.2   Indemnification
User agrees to defend, indemnify and hold Capital Software, Inc. harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney’s fees), which Capital Software, Inc. may hereafter incur, become responsible for or pay out arising out of User’s use of the Information or User’s breach of any term or provision of this Agreement.

GENERAL TERMS

4.1  Modification
Capital Software, Inc. reserves the right at any time and at its sole discretion to change the terms, conditions, and notices under which the Web Site and the Information are offered, including but not limited to the charges associated with the use of the Web Site and Information. Capital Software, Inc. may revise this Agreement at any time by updating this posting. User should visit this page from time to time to review the then-current terms because they are binding on User. Certain provisions of this Agreement may be superseded by expressly designated legal notices given to the User or terms located on particular pages at the Web Site.

4.2  Jurisdiction
This Agreement shall be governed by and interpreted according to the laws of the State of Michigan without regard to conflicts of law principles. Capital Software, Inc. and User agree that all disputes and litigation regarding this Agreement and matters connected with its performance or relating to the use of the Web Site and Information shall be subject to, and they each consent to jurisdiction and venue in, the state and federal courts in Michigan. Use of the Web Site is unauthorized in any jurisdiction that does not give effect to all provision of these terms and conditions, including without limitation this section.