End-User License Agreement for ChargeLogic Software

This End-User License Agreement ("EULA") is a legal agreement between you, the "End User" (either an individual or a single entity), and ChargeLogic Holdings LLC ("ChargeLogic"), for the ChargeLogic software Product that accompanies this EULA, which includes associated media, licenses, and ChargeLogic Internet-based services ("Product"). An amendment or addendum to this EULA may accompany the Product. You agree to be bound by the terms of this EULA by installing, copying, or using the Product.

1. Definitions.

The term "End User" shall mean any company or individual who has purchased Licenses to use the Product exclusively for their use and benefit without the right or authorization to sell or distribute Microsoft Dynamics NAV or the Product.

The term "Product" shall be used in this agreement to mean the ChargeLogic software applications and programs provided by ChargeLogic to the Partner in any form or media, including transmission in electronic form, which includes modifications, corrections, improvements, enhancements, upgrades and updates provided now or later by ChargeLogic.

The term "Partner" shall be used in this agreement to mean a certified Microsoft Dynamics NAV reseller who maintains a current and valid agreement with Microsoft for the resale of Microsoft Dynamics NAV, has permission to order Microsoft Dynamics NAV granules, and is an authorized reseller of the Product.

The term "Related Materials" shall mean all of the printed material, documentation, and/or media provided with the Product by the Partner or by ChargeLogic for use with the Product.

The term "License" or "Licensing" shall mean software licenses purchased for End User use of the Microsoft Dynamics NAV product or the Product. Licensing comprises Granules and/or Named Users. In order to use the Product, Licenses must be obtained from both Microsoft and ChargeLogic.

The term "Granule" shall mean areas of functionality that compose a Microsoft Dynamics NAV License. Product Granules reside on a Microsoft Dynamics NAV License provided by Microsoft.

The term "Named User" shall mean a licensed individual user of the Product, set up by login identity. Product Licenses provided by ChargeLogic permit a limited number of Named Users.

The term "Additional Functionality" shall mean customizations to the Product by the Partner, whether End User-specific or for all the Partner's End Users.

The term "Limited Warranty" shall mean a warranty by ChargeLogic that the unmodified Product will perform substantially in accordance with the Related Materials for a period of thirty (30) days from the date of receipt.

2. Grant of License. So long as you obtained the Product from ChargeLogic or from an authorized Partner, ChargeLogic grants you a non-exclusive, perpetual license to use the Product in the manner and for the purposes described in this Agreement, and the Related Materials. The license granted to you under this Agreement is conditioned upon the timely payment by you of all applicable software licensing fees.

• a. General Use. You may install unlimited copies of the Product on your compatible computers or servers, but may only use it for submitting payment transactions on up to the Licensed number of Named Users on the ChargeLogic Product License keys per single Microsoft Dynamics NAV License; and

• b. Test Use. You may install and use unlimited copies of the Product on your compatible test computers or servers for purposes of testing and development.

• c. Remote use. You may access the Product remotely using terminal services or other remote services. Each remote connection shall be included in the number of Named Users.

• d. Disaster recovery. You may make a reasonable number of copies of the Product, including co-located Software installations and installations designed for failover use, and such installations may be synchronized or otherwise replicated with the primary in productive use installation of the Software, so long as only the number of Named Users or computer installations that are actually in productive use does not exceed the number in the license.

• e. License Grant for Remote Assistance. You may permit any device to access and use your licensed copy of the Product for the sole purpose of providing you with technical support and maintenance services.

• f. License Grant for Related Materials. The Related Materials that accompany the Product are licensed for internal, non-commercial reference purposes only.

3. Reservation of Rights and Ownership. ChargeLogic reserves all rights not expressly granted to you in this EULA. The Product is protected by copyright and other intellectual property laws and treaties. ChargeLogic owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.

4. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

5. No Rental/Commercial Hosting. You may not rent, lease, lend or provide commercial hosting services with the Product.

6. Consent to Use of Data. You agree that ChargeLogic and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Product. ChargeLogic may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

7. Links to Third-Party Sites. ChargeLogic is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. ChargeLogic is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by ChargeLogic of the third-party site or service.

8. Additional Software/Services. This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Product that ChargeLogic may provide to you or make available to you after the date you obtain your initial Product License keys, unless they are accompanied by separate terms.

9. Upgrades. To use software identified as an upgrade, you must first be licensed for the Product identified by ChargeLogic as eligible for the upgrade. After installing the upgrade, you may no longer use the original Product that formed the basis for your upgrade eligibility, except as part of the upgraded software.

10. Not for Resale Software. Product identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.

11. Export Restrictions. You acknowledge that the Product is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

12. Separation of Components. The Product is licensed as a single product. Its component parts may not be separated for use on more than one device.

13. Software Transfer

Transfer to Third Party. If you are the person who initially licensed the Product, you may make a one-time permanent transfer of this EULA and Product to another end user, provided that you do not retain any copies of the Product. This transfer must include all of the Product (including all component parts, the media and printed materials, any upgrades, and this EULA). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the End User receiving the Product must agree to all the EULA terms.

14. Termination. Without prejudice to any other rights, ChargeLogic may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Product and all of its component parts.

15. Limited Warranty for Software Acquired in the US and Canada. ChargeLogic warrants that the unmodified Product will perform substantially in accordance with the Related Materials for a period of thirty (30) days from the date of receipt.

• a. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have

• an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (30 days). As to any defects discovered after the thirty-day period, there is no warranty or condition of any kind. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.

• b. Any supplements or updates to the Product, including, without limitation, any (if any) patches or hotfixes provided to you after the expiration of the thirty-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

• c. Limitation on Remedies; No Consequential or Other Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except

• for any refund elected by ChargeLogic, you are not entitled to any damages, including, but not limited to, consequential damages, if the Software does not meet ChargeLogic's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 17 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/ jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.

• d. Your Exclusive Remedy. ChargeLogic's entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at ChargeLogic's option from time to time exercised subject to applicable law,

• (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to ChargeLogic. You will receive the remedy elected by ChargeLogic without charge, except that you are responsible for any expenses you may incur (e.g., partner services fees). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and ChargeLogic will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with ChargeLogic's warranty remedy procedures. To exercise your remedy, contact: ChargeLogic, 6080 Falls Road/Suite 200/Baltimore, MD 21209, ChargeLogic Sales at sales@chargelogic.com or your Partner.

16. Disclaimer of Warranties. The Limited Warranty that appears above is the

only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising,

documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, ChargeLogic and its Partners provide the Product and support services (if any) as is and with

all faults, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of freedom from viruses, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. There is also no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to descriptions other than those of the Related Materials, or non-infringement with regard to the software.

17. Exclusion of incidental, consequential and certain other damages. To the maximum extent permitted by applicable law, in no event shall ChargeLogic be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software, the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software, or otherwise arising out of the use of the software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of ChargeLogic or any partner, and even if ChargeLogic or any partner has been advised of the possibility of such damages.

18. Limitation of Liability and Remedies. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of ChargeLogic under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by ChargeLogic with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 15, 16 and 17) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

19. U.S. Government License Rights. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

20. Applicable Law. If you acquired this Software in the United States, this EULA is governed by the laws of the State of Maryland. If you acquired this Software in any other country, then local law may apply.

21. Entire Agreement; Severability. This EULA (including any addendum or amendment to this EULA that is included with the Software) is the entire agreement between you and ChargeLogic relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or

written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any ChargeLogic policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal,

the other provisions shall continue in full force and effect.

Should you have any questions concerning this EULA, or if you desire to contact ChargeLogic for any reason, please use the address information enclosed in this Software to contact the ChargeLogic subsidiary serving your country or visit ChargeLogic on the World Wide Web at http://www.chargelogic.com.