TROY GROUP

SOFTWARE LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY BEFORE INSTALLING ANY PROGRAM OR ACCOMPANYING DOCUMENTATION.

Be sure to carefully read and understand all of the rights and restrictions described in this End User License Agreement (this "EULA"). You will be asked to review and either accept or not accept the terms of this EULA and this software will not install on your computer unless or until you accept the terms of this EULA. By clicking the "Yes" button below, which is a symbol of your signature, you agree to accept the terms of this EULA. This EULA is a legal agreement between you (either an individual or a single entity) and Troy Group, Inc. ("TROY") for the software program and any accompanying online documentation that you download by this EULA. By installing the software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not install or use the software. This is a license agreement. This is not an agreement for a sale. TROY and its licensors retain all right, title and interest, including but not limited to, all copyrights, trade secret and other intellectual property rights in and to the software and accompanying online documentation. LICENSE TROY grants to you a limited, non-exclusive, non-transferable, license to use this software by as many users as the number of concurrent user licenses purchased. You may make one copy of the software solely for backup purposes. You must reproduce and affix the copyright notices on the backup copy. USE ON A NETWORK The software may be licensed for installation on a central storage device, such as a network server, for use by multiple concurrent users on a network. You must acquire a separate license for each concurrent user of the software running it from the network server or other storage device.

The software may be used concurrently on different computers up to the number of concurrent user licenses purchased. RESTRICTIONS
1. You may not have the software active or running on more computers than you have purchased concurrent licenses for at the same time.
2. With respect to the documentation you may print one copy of the documentation for each concurrent user license purchased but you may not make additional copies of the documentation or reproduce, transmit, transcribe, merge, adapt, store in any information retrieval system, translate into any foreign language, or create derivative works based thereon.
3. With respect to the software you may NOT modify, adapt, transmit, merge, translate, reverse engineer, decompile, disassemble, or create derivative works based thereon.
4. With respect to the software you may not rent, lease, sublicense, assign, pledge, sell, transfer, on a temporary or permanent basis, without prior written consent of TROY. You may not remove or obscure the TROY copyright and trademark notices.

GENERAL
This EULA represents the entire understanding and agreement regarding the software related documentation and copies thereof. This EULA supersedes all proposals, prior communications, verbal or written advertising representations or promises relating to the subject matter of this agreement. Licensee agrees to abide by all U.S. Government export laws and regulations relating to exporting programs outside the U.S.A. This License Agreement (the “License”) may only be modified in a written amendment signed by TROY Group, Inc. If any provisions of this agreement shall be unlawful, void or for any reason unenforceable it shall be deemed severable from, and shall in no way effect the validity or enforceability of the remaining provisions of the agreement. This EULA will be governed by the laws of the State of California. The parties hereby agree to submit themselves to the exclusive jurisdiction and venue of the Superior Court of Orange County with respect to any dispute or interpretation arising out of or in connection with this EULA. With respect to any license to the U.S. Government, the software and related documentation is provided with RESTRICTED RIGHTS. 
SECURITY 
You expressly agree to protect the software and related documentation against unauthorized use, decompilation, translation or reproduction by taking all reasonable steps necessary to do so. 
TERM 
This license is effective until terminated. TROY may terminate this license if you fail to comply with any term or condition of this agreement. If TROY terminates this license, you must immediately stop using the software and destroy all copies of the software, all of its component parts and related documentation. 
LIMITED WARRANTY 
TROY warrants that the media will be free from defects in materials and workmanshiThis license is effective until terminated. TROY may terminate this license if you fail to comply with any term or condition of this agreement. If TROY terminates this license, you must immediately stop using the software and destroy all copies of the software, all of its component parts and related documentation. LIMITED WARRANTY TROY warrants that the media will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date that you license the software. 
ER THE WARRANTY PERIOD. LIMITATION OF LIABILITY THE TOTAL LIABILITY, IF ANY, OF TROY AND ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, WILL BE LIMITED TO A REFUND OF THE LICENSE FEE YOU PAID FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TROY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TROY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

If you have any questions regarding this agreement please contact:
Contracts Administration
TROY Group, Inc. 3 Bryan Drive Wheeling, WV 26003
Phone: 304-232-0899
Fax: 304-232-1023
BY CLICKING THE "YES" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS EULA, UNDERSTAND IT AND AGREE TO BE BOUND BY IT. Document
#50-20330-001 Rev. A

SOFTWARE MAINTENANCE AGREEMENT
You have acquired a TROY Checkwriting Software License from Troy Group, Inc. ("TROY") pursuant to the foregoing End User License Agreement ("EULA") between TROY and you. As used in this Software Maintenance Agreement ("Agreement"), "Software" shall mean the software as defined in such EULA, and "Documentation" shall mean the documentation related to the Software.

If you have selected to purchase TROY's Maintenance for the Software, you agree to the terms described in this Agreement.

1. Agreement
TROY shall perform, or cause to be performed, maintenance services on the Software and you agree to accept and pay for such services, pursuant to the terms and conditions provided herein. 
1.1 TROY's Duties 
(a) TROY undertakes to use reasonable efforts to rectify any error in the Software of which you give TROY written notice and which can be recreated using any unaltered release of the Software first issued on general release by TROY at any time during the twelve (12) month period proceeding the date on which you give TROY such notice. When notifying TROY of an error, you must submit to TROY full details of the problem, together with examples of input and output where appropriate and a written explanation of where the error might lie. If TROY deems it necessary, you must allow TROY or TROY's representatives’ full access to the Software and the equipment on which it is stored during working ours so that TROY can carry out its obligations under this Agreement. 
(b) As they become available, TROY will advise you of any updates to the Software. Upon your written request, a copy of the Software incorporating such update will be sent to you in machine-readable form, and TROY grants you a personal, non-exclusive non-transferable license to use it subject to the same restrictions that are set out in the EULA and elsewhere in this Agreement. TROY may also notify you of any new major release of the Software ("Major Release") and offer you the right to license any Major Release for an additional license fee. 
(c) Support under this Agreement ("Support") will be provided only for the then generally available Major Release of the Software and, for a period of twelve (12) months after introduction of a new Major Release of the Software, the immediately preceding Major Release of the Software. TROY will have no obligation to provide Support with respect to: (i) use of the Software on any computer system running on other than the compatible operating systems specified in the Documentation; (ii) use of any version of the Software modified by you in breach of this Agreement; or (iii) use of the Software with other software programs that are not specified in the applicable Documentation to execute correctly together with the Software. TROY will have no obligation to modify any version of the Software to run with new versions of the operating system software that you may utilize. (d) Any supplemental software code provided to you as a part of Support will be considered part of the Software and subject to the terms of the EULA and this Agreement. If you provide TROY with any technical information as part of Support, TROY may use such information for TROY's business purposes, including for product support and development. TROY will not use such technical information in a manner that personally identifies you except as necessary to provide you with Support.

1.2 Support 
(a) Support is ongoing on a yearly basis. Charges for Support under this Section 1.2 are payable yearly in advance. 
(b) Each renewal period will be due and payable on or before the anniversary of the Effective Date for each Renewal Term. 
(c) In the event that any Support charge remains unpaid beyond the due date for payment, TROY will be entitled to suspend Support provided in this Section 1.2. 
(d) TROY reserves the right to change the amount of Support charges on notice to you delivered prior to any anniversary of the date (the "Effective Date") that you agree to accept the terms of this Agreement.
(e) You may terminate your right to Support under this Section 1.2 in accordance with the provisions set forth in Section 2. 
(f) If you have terminated your right to Support and subsequently desire to either purchase or renew Support under this Section 1.2, you may do so, but TROY may require you to use the then latest release of the Software and pay the Support charges for the time during which you elected not to purchase Support. 
(g) Telephone support for the Software will be provided between 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday, excluding United States and Canadian national and civic holidays and observed TROY holidays.

1.3 Pricing TROY reserves the right to make annual increases in the Support Fee with ninety (90) days prior written notice.

2. Term and Termination

2.1 Term The initial term of this Agreement shall be one (1) year from the Effective Date ("Initial Term"). It shall automatically renew for successive one (1) year terms ("Renewal Term") unless either party provides sixty (60) days written notice to the other party prior to the expiration of the Initial Term or any Renewal Term thereafter.

2.2 Termination for Cause This Agreement may be terminated by either party for cause immediately by written notice upon the occurrence of any of the following events: (i) if the other ceases to do business, or otherwise terminates its business operations; (ii) if the other breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days (ten (10) days in the case of failure to pay) of written notice describing the breach; or (iii) if the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust, deed, creditor's arrangement or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days.

2.3 Termination for Convenience Either party may terminate this agreement at any time with or without cause upon ninety (90) days
written notice.

2.4 Survival Notwithstanding anything to the contrary contained in this Agreement, Section 3 will survive termination of this Agreement.

3. Limitation of Liability
You acknowledge and agree that TROY's obligations under this Agreement are to use commercially reasonable efforts to diagnose errors or malfunctions in the Software and to advise you of possible corrective measures. The Support provided herein is "AS IS." TROY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DESIGN, QUALITY, PERFORMANCE, CONTINUOUS USE OR ERROR-FREE OPERATION AND NON-INFRINGMENT. TROY SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, OR OTHERWISE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, DELAY, ECONOMIC, PUNITIVE OR PROPERTY DAMAGES WHATSOEVER (INCLUDING ANY DAMAGES FOR LOSS OF USE OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY, WHETHER WARRANTY, TORT, CONTRACT OR OTHERWISE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, TROY'S MAXIMUM LIABILITY TO YOU HEREUNDER SHALL BE LIMITED TO THE TOTAL REMUNERATION PAID BY YOU TO TROY UNDER THIS SOFTWARE MAINTENANCE AGREEMENT FOR SUPPORT HEREUNDER DURING THE TWELVE MONTHS PRECEDING ANY SUCH CAUSE OF ACTION.

4. General
All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California without regard to its conflicts of laws. Any claim or controversy arising out of or related to this Agreement or any breach thereof shall be submitted to the Superior Court of the State of California, in Orange County, and the parties hereto hereby consent to the exclusive jurisdiction and exclusive venue of such court. This Agreement represents the entire understanding and agreement regarding the subject matter of this Agreement and supersedes prior oral or written communications and understandings relating to the subject matter of this Agreement. This Agreement may only be modified in a
written amendment signed by TROY. If you have any questions regarding this agreement please contact: Contracts Administration
TROY Group, Inc. 
3 Bryan Drive Wheeling, WV 26003 
Phone: 304-232-0899
Fax: 304-232-1023
By clicking the "YES" button below, you agree to enter into this Agreement. By clicking the "NO" button below, you agree that that you do not desire to enter into this Agreement.
Document #50-20331-001 Rev. A