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. SAGE ACCPAC Sage Accpac ERP™ System Manager User Guide Sage Accpac International, Inc. Confidential SM ttl UG.doc, printed on 4/6/2006, at 4:37:36 PM. Last saved on 4/6/2006 4:37:00 PM. ©2006 Sage Accpac International, Inc. All rights reserved.     Sage Software, Sage Software logos, and all Sage Accpac product and service names are registered  trademarks or trademarks of Sage Accpac International, Inc., 
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    SAGE ACCPAC Sage Accpac ERP ™   System Manager User Guide    ©2006   Sage   Accpac   International,   Inc.   All   rights   reserved.   Sage   Software,   Sage   Software   logos,   and   all   Sage   Accpac   product   and   service   names   are   registered   trademarks   or   trademarks   of   Sage   Accpac   International,   Inc.,   or   its   affiliated   entities.   All   other   trademarks   are   the   property   of   their   respective   owners.   Sage   Accpac   International,   Inc.   Publisher   No   part   of   this   documentation   may    be   copied,   photocopied,   reproduced,   translated,   microfilmed,   or   otherwise   duplicated   on   any   medium   without   written   consent   of   Sage   Accpac   International,   Inc.   Use   of   the   software   programs   described   herein   and   this   documentation   is   subject   to   the   Sage   Software   License   Agreement   enclosed   in   the   software   package.      Sage Software End User License Agreement for Indicated Evaluation, Demonstration or Retail Software THIS END USER LICENSE AGREEMENT APPLIES TO THESE SAGE ACCPAC SOFTWARE PRODUCTS:    Sage Accpac 100 ERP      Sage Accpac 200 ERP      Sage Accpac 500 ERP      Sage Accpac Options      Sage Pro 100 ERP      Sage Accpac Exchange      Sage Accpac WMS      Sage Accpac ePOS       ACCPAC VisionPoint       ACCPAC Plus      BPI Accounting II IMPORTANT — READ CAREFULLY BEFORE YOU INSTALL OR USE THIS SOFTWARE:  This End User License Agreement (“ EULA ”) is a legal agreement between You (“  You ” and “  Your  ” includes a person and/or an individual entity) and Sage Accpac International, Inc. (“ Sage Accpac ”) concerning the specified evaluation, demonstration and/or retail software products(s) (hereinafter respectively referred to as “ Evaluation Product ,” “ Demonstration Product ” and “ Retail Product ”; and collectively referred to as “ Software ”). The Software includes all component parts, the associated media, any printed materials, any updates, and any “online” or electronic documentation, as applicable. By accessing, installing, copying or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, Sage Accpac is unwilling to license the Software to You. In such event, You may not access, use or copy the Software, and You should promptly contact Sage Accpac for instructions on returning the Software. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.   ___________________________________________________________________________________________________________________________________ 1. License. a. License Grant. (i) Retail Product. If You licensed a Retail Product, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, Sage Accpac hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable right to install and run one copy of the specified version of the Software and the accompanying documentation, solely for Your individual use. This EULA authorizes You to make one copy of the Retail Product solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the srcinal version of the Software. (ii) Demonstration Product. If You licensed a Demonstration Product, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, Sage Accpac hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable and revocable right to install and run copies of the Demonstration Product and the accompanying documentation, solely on computer(s) owned or controlled exclusively by You, for Your individual use and for demonstration, marketing, promotional, end user support, training and/or development purposes, each to the extent permitted and/or required under the applicable Sage Accpac Solution Provider, Certified Consultant, Development Partner, Professional Accountant Recommender, Online Referral Partner, Hosting Partner, Recognized Training Center, Distribution Agreement or other applicable agreements between You and Sage Accpac (collectively the “ Other Sage Accpac Agreement ”). Use of the Demonstration Product is limited to not more than the number of concurrent users and/or seats as specified in the Other Sage Accpac Agreement, multi-user license, product packaging or accompanying documentation. This EULA authorizes You to make one copy of the Demonstration Product solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the srcinal version of the Software. You may have additional rights as may be set forth in the applicable Other Sage Accpac Agreement. (iii) Evaluation Products. If You licensed an Evaluation Product, subject to the terms and conditions of this EULA, Sage  Accpac hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable and revocable right to install and run one copy of the Evaluation Product and the accompanying documentation, solely for Your individual use for evaluation purposes. (iv) All Software. Upon receipt of the appropriate Software registration information, Sage Accpac will provide You an alphanumeric key (the “ Activation Code ” or “ PAC Code ”) to enable You to use the Software pursuant to the terms of this EULA. Documentation shall include, but not be limited to, any printed materials, “online” or electronic data provided by or obtained from Sage  Accpac with regard to this Software (“ Documentation ”). The Software and Documentation are licensed, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle with more than one specified Software product, this EULA applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging or accompanying documentation that applies to any of such Software products individually. b. Single-User. If this Software is licensed as a single user product, You may use only one copy of the Software, by not more than one user at a time, on a total of one computer or workstation, or personal digital assistant, or pager, or “smart phone,” or one such other electronic device for which the Software was designed (“ Client Device ”), unless otherwise set forth herein. The component parts of the Software may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. The Software is “in use” on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) of that Client Device. c. Multi-User. If the Software is licensed with multi-user or networked license terms, You may use the Software on one server computer, or a greater number as specified in the applicable multi-user license, product packaging or accompanying documentation, within a multi-user or networked environment for connecting, directly or indirectly, to not more than the maximum number of Client Devices, concurrent users and/or seats, as specified in the applicable multi-user license, product packaging or accompanying documentation. Use of software, hardware or services that bypass any Software license restrictions and/or reduce the number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Software (e.g., “multiplexing,” “pooling,” or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front end”). If the number of Client Devices, concurrent users and/or seats that can potentially connect to the Software exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic    mechanism in place to ensure that Your use of the Software does not exceed the use limits specified for the license You have obtained. 2. Term. Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this EULA. This EULA will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to Sage  Accpac. When this EULA terminates, You must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate this EULA at any point by destroying all copies of the Software and the Documentation. a. Retail Product. If You licensed a Retail Product, this EULA is effective unless and until You or Sage Accpac terminates the EULA earlier, in accordance with the terms set forth herein. b. Demonstration Product. If You licensed a Demonstration Product, this EULA is effective unless and until You or Sage  Accpac terminates the EULA earlier, in accordance with the terms set forth herein or the terms set forth in Your Other Sage Accpac  Agreement or upon the earlier termination or expiration of Your Other Sage Accpac Agreement. c. Evaluation Product. If You licensed an Evaluation Product, this EULA is effective for a period commencing on the earliest date this Evaluation Software is downloaded, installed or first run and thereafter continuing for the period specified in the product packaging or accompanying documentation, unless sooner terminated by You or Sage Accpac in accordance with the terms set forth herein, but in no event shall such term exceed one hundred and eighty (180) days. 3. Updates. Sage Accpac may, at its sole discretion, make bug fixes, updates and/or service packs available. Sage Accpac’s maintenance service, if applicable and offered, is available for Retail Product at an additional cost to You, as Licensee, under a separate written agreement. Sage Accpac’s maintenance service is not available for Evaluation Product. 4. Ownership Rights. a. Ownership of Software. The Software and Documentation are protected by United States patent, copyright laws and other intellectual property laws, and international treaty provisions. Sage Accpac and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the Sage Accpac trademarks, service marks, trade names, icons and logos; (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (d) all Confidential Information (as defined in Section 13 below). You acknowledge that Your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software, and that You will not acquire any rights to the Software except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation. b. Submissions. Should You decide to submit any materials to Sage Accpac via electronic mail, through or to Sage Accpac website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to Sage Accpac and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions. 5. Restrictions. You may not rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Software or its components. You may only install and use the Software (a) on hardware which is under Your exclusive control and, in the case of hardware performing any server functions, located at premises where You normally conduct day-to-day business operations; (b) on server hardware located at premises under the exclusive or primary control of an authorized Sage Accpac Hosting Partner or its agent; or (c) on a server not owned by You if You will be the only party with access to the Software on such server. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement; provided, however, that You may use the Software, as provided herein, to process the data of an affiliate or subsidiary of which You own more than fifty percent (50%); provided, however, You may not exceed the number of datasets specified on the applicable product packaging or accompanying documentation. You may not use the Software as part of a facility management, timesharing, or service bureau arrangement. You may not transfer any or all of the rights granted to You under this EULA. To the maximum extent this restriction is permitted under applicable law, You may not rename files of, modify, translate, localize, decompile, disassemble, decrypt, reverse engineer, attempt to derive source code from, remove any proprietary notices from, or create derivative works based upon the Software, in whole or in part. You may not duplicate or copy any portion of the Software or Documentation, unless otherwise set forth herein. You may not remove any proprietary notices or labels on the Software, including, but not limited to, the Sage Accpac and product names wherever they may appear. All rights not expressly set forth hereunder are reserved by Sage Accpac. Sage Accpac reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this EULA. 6. Warranty and Disclaimer. a. Limited Warranty. Sage Accpac warrants that for ninety (90) days from the date of srcinal purchase the media on which the Software is contained will be free from defects in materials and workmanship. b. Customer Remedies. Sage Accpac’s entire liability and Your exclusive remedy shall be replacement of the defective media. To receive replacement of defective media, You must receive a return authorization number from Sage Accpac and return the defective media to Sage Accpac at Your expense with a copy of Your receipt. This limited warranty is void if the defect has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the srcinal warranty period. This remedy is not available to the extent it is prohibited under United States export control laws and regulations. c. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSIBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE
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