END-USER SERVICES AND LICENSE AGREEMENT For the Peachtree Online Backup powered by Iron Mountain Sage Software, Inc. ("Sage") and Iron Mountain Corporation ("Iron Mountain") ("hereafter collectively referred to as "Supplier" and/or "Suppliers") are willing to license the Peachtree Online Backup powered by Iron Mountain to You (as defined below), via this End-User Services and License Agreement for Peachtree Online Backup powered by Iron Mountain ("Agreement") including the proprietary software program in object code form provided pursuant to the Iron Mountain URL (Universal Resource Locator) (the "Software") upon the condition that You accept all of the terms of this Agreement. In the event You do not agree with any of these terms or conditions, do not install the Software or access the Peachtree Online Backup powered by Iron Mountain services (the "Services"). Please read carefully the terms and conditions of the Agreement below before installing any Software or accessing Services. By clicking the "I accept" icon below, or by installing, copying or otherwise using the Software or accessing the Services, You or the entity that You are authorized to represent ("You" and/or "Your") agree to be bound by the terms and conditions of this Agreement. The Software contains some or all of the following: (a) "Server Software" that provides Services on the server and (b) "Client Software" that allows a personal computer to access or utilize Services provided by the Server Software. UNDER NO CIRCUMSTANCES WILL EITHER SUPPLIER BE LIABLE FOR DATA THAT WAS NEVER SENT TO THE OPERATIONS CENTER BY THE SOFTWARE OR VIA THE SERVICES. YOU ARE ADVISED TO CHECK THE LOG FILE TO ENSURE THE DESIRED FILES HAVE BEEN TRANSMITTED. Under the terms of this Agreement, You receive only a limited right to use the Software. Pursuant to this Agreement, Iron Mountain grants to You the non-exclusive right to: (a) use the Client Software on any personal computer, as long as it is used in conjunction with the Services and after registering each such personal computer for said Services; (b) use the Server Software on a single server to provide the Services for internal use only after registering the Server with the Suppliers; (c) copy the Software into any computer for back-up purposes in support of Your use of the Software and Services, after successfully registering for said Services; and (d) transfer the programs and license to another party as provided herein if the other party agrees in writing to accept the terms and conditions of this Agreement. Any other use is strictly prohibited. You may not use, copy, modify or transfer the Software or any copy, in whole or in part, except as expressly provided in this Agreement. You agree not to make any attempt to decompile, disassemble, or reverse-engineer the Software or otherwise discover or derive the source code or underlying processes, ideas, structure, organization, or algorithms of the Software. Under no circumstance shall the Services, if hosted by Iron Mountain, be used by servers, defined as systems that are accessed by and/or store data for multiple Personal Computers. In addition, under no circumstance shall the Services, if hosted by Iron Mountain, be used on Personal Computer systems used for extensive multimedia processing including but not limited to storing, processing or playing very large quantities of picture, video, and/or sound files. You may not assign, sell, distribute, lease, rent, sublicense or transfer the Software or this license or disclose the Software to any other person. You may not web-enable the Software or sell, distribute, lease, rent, sublicense, or otherwise offer access to or use of, the Software via the Internet or via any other network that is available to or accessible by third parties. You may not reverse-engineer, disassemble, or decompile the Software or otherwise attempt to discover the source code or structural framework of the Software. You must and hereby warrant to Suppliers that You shall comply with all applicable export and import laws, including but not limited to United States laws and restrictions on the exportation of software. Any attempt to transfer the Software or Services is void. INTELLECTUAL PROPERTY RIGHTS All intellectual property rights in the Software, Service, and user documentation are owned by the respective Suppliers, as applicable, and their licensors and are protected by United States copyright laws, other applicable laws, and international treaty provisions. This Agreement or the receipt by either Supplier of payment for the Software or the Services does not convey any rights of ownership in the Software. Suppliers and their licensors retain all rights not expressly granted pursuant to this Agreement. You hereby acknowledge that all title and ownership of the Software or the Services and the copyright in the Software and Services, including other associated intellectual property rights, and the right to distribute the Software or portions of the Software to future licensees shall remain with the Suppliers, as applicable. TERM; PAYMENT OBLIGATIONS; TERMINATION The license is effective for the period of time for which You have prepaid Suppliers for the Software and/or Services. You agree to pay, using a valid credit card, the subscription fees set forth on this site, applicable taxes, and other charges incurred on Your account in order to access the Services. Sage, on behalf of each Supplier, will bill You for the Services. Sage reserves the right to change fees, or to institute new fees at any time, upon reasonable notice posted in advance on this site and/or via an e-mail to Your account. Sage will automatically charge Your account in advance on a quarterly or annual basis for renewal of the Services according to the terms set forth on this site. In the event Sage cannot charge Your account, the Suppliers reserve the right to terminate Your access to the Services. Fees will be charged on a pre-paid quarterly or annual basis depending upon the billing option selected at the time of installation. Subscription to the Services requires valid credit card. No checks or money orders will be accepted. For new customers who subscribe during the "Thirty Days for $1.00" promotion, the first thirty (30) days of Your service will be charged at $1.00, after which You will be enrolled in either a quarterly or annual subscription program depending on the level of service you select. If You wish to discontinue Your service you must call Sage prior to the last five (5) business days of the end of the promotional period to cancel, otherwise the Suppliers will automatically charge Your account in advance on a quarterly or annual basis depending on your chosen service level, for continuation of service. (i) Requests for cancellation of the annual Service (fees are billed annually) must be received within the first (30) thirty-days after You sign-up for a full refund, and are subject to a fifty ($50) US dollars cancellation fee. The fifty ($50) US dollars cancellation fee will be automatically deducted from any refund due at time of cancellation. Cancellations for the annual Services received after the first (30) thirty- days are not refundable. If You choose to cancel, You should be aware that cancellation of any Service will result in the cancellation of all users that are accessing the Services within Your organization. Suppliers reserve the right to send You a pre-billing e-mail notification alerting You of the upcoming billing cycle; however, the pre-billing e-mail notification is not a requirement of this license agreement or your renewal of the Services. In addition to the applicable charges set forth above, You are responsible for all expenses and charges associated with accessing the World Wide Web and connecting to the Supplier's Web Site, including but not limited to any service fees associated with such access and connection, and for providing all equipment necessary for You to make such connection, including, without limitation, computer and modem. The license will terminate if You fail to pay the fee set forth by Suppliers. The license grants provided herein will also terminate upon conditions set forth elsewhere in this Agreement or automatically terminate if You fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software together with all copies, in any form. ALL OF YOUR DATA WILL BE DELETED FROM SUPPLIERS SERVERS THIRTY (30) DAYS AFTER THE TERMINATION OF THIS AGREEMENT. LIMITED WARRANTY AND REMEDIES Iron Mountain warrants that the Software and Services will perform substantially in accordance with the accompanying help file for Ninety (90) days after the shipment and/or installation of the Software. This Limited Warranty is void if failure of the Software or Services has resulted from an accident, abuse, misapplication, or modification of the Software or Services. NEITHER SUPPLIER WARRANTS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. You assume responsibility for the selection of the Software and Services to achieve your intended results; and for the installation, use and results obtained. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NEITHER SUPPLIER SHALL HAVE ANY LIABILITY FOR THE SOFTWARE OR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE. NEITHER SUPPLIER MAKES AND YOU RECEIVE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND EACH SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN. THE SUPPLIERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE LIMITED TO THE RETURN OF THE FEES PAID BY YOU FOR THE SOFTWARE AND SERVICES SHOULD THE SOFTWARE OR SERVICES NOT MEET THIS LIMITED WARRANTY. IN NO EVENT WILL EITHER SUPPLIER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF USE OF OR INABILITY TO USE SUCH SOFTWARE AND/OR SERVICES, EVEN IF EACH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THIS LIMITATION OF LIABILITY IS REFLECTED IN THE PRICING OF THE SOFTWARE AND SERVICES. YOUR COVENANTS During the term of this Agreement and thereafter, You warrant that You will not use the Services and/or Software for information, data, or material that (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination or false advertising); (c) is fraudulent, defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (d) is obscene, pornographic or indecent in violation of applicable law; (e) contains any virus or other programming routine intended to damage any system or data; (f) is provided in breach of any prior contractual commitment to any third party; and/or (g) you have the authority to enter into this Agreement. NO CRITICAL APPLICATIONS You will not use the Software or Services in any application that may involve risks of death, personal injury, severe property damage or environmental damage, or life support applications, devices or systems. GOVERNMENT END-USER NOTICE The Software is a "Commercial Item," as that term is defined at 48 C.F.R § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. §§ 12.212, 227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. GENERAL This Agreement will be governed by the laws of the Commonwealth of Massachusetts, United States without regard to the conflicts of laws provisions thereof. All parties under this Agreement affirmatively agree to jurisdiction within the Commonwealth of Massachusetts, United States. All parties expressly agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply. Except as modified by a written agreement signed by each Supplier and You or Your employer, this Agreement is the complete and exclusive statement of the Agreement between all parties and supersedes any prior agreements (including your purchase order) between all parties relating to the subject matter hereof. No oral statements, promises or agreements will alter the terms of this Agreement. If any provision of this Agreement is held unenforceable, the unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect our mutual original intent, and all other provisions will remain in full force and effect. PEACHTREE and PEACHTREE SOFTWARE are registered trademarks of Sage Software, Inc. Iron Mountain is a trademark of Iron Mountain Corporation. PRIVACY Sage shall adhere to its privacy policy as detailed in its Privacy Statement located at http://smallbusiness.bestsoftware.com/privacy/, which may be changed from time to time. Iron Mountain will not market, sell or use your personal information provided upon registration of the software for any other purpose than which it was intended. I ACKNOWLEDGE, BY CLICKING THE "I ACCEPT" ICON THAT I HAVE READ THIS AGREEMENT, UNDERSTAND IT, THAT I HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.