ENHANCED PDF TEMPLATES SUBSCRIPTION AGREEMENT

BY CLICKING THE "I ACCEPT" BOX OR INSTALLING OR USING THE ENHANCED PDF TEMPLATES THAT YOU HAVE SELECTED TO PURCHASE IN THE ORDERING PROCESS (THE "SOFTWARE"), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I ACCEPT" BOX OR DO NOT INSTALL OR USE THE SOFTWARE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU CHECK THE "I ACCEPT" BOX.


1.0 Subscription Rights, Restrictions and Ownership
1.1 Grant to Company.
(a) A "Subscription User" means a full time employee, contractor or agent of the Company and its Affiliates authorized by Company to use the Software per the terms of this Agreement.  "Initial Subscription User" means a Company employee, contractor or agent authorized to use the Software upon Company's payment of the Subscription Fee.  "Additional Subscription Users" means a full time employee, contractor or agent of the Company and its Affiliates authorized to use the Software after the Company has paid the Subscription Fee but prior to the termination or expiration of this Agreement.  Collectively, all of the "Initial Subscription Users" and "Additional Subscription Users" comprise, and shall be referred to, as the "Subscription Users".  "Simbanic Intellectual Property" shall mean any  of Simbanic' patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights.
(b) For the term of Company's Subscription Period (defined below) and subject to Company's payment of the Subscription Fee (defined below), Simbanic grants Company: 1) the non-exclusive, non-transferable, nonsublicensable right to use and modify the Software only for Company's own internal use of the Software and limited to the number of Subscription Users for which Company has paid the applicable fee; 2) the right to receive support pursuant to support for one year after the Effective Date of this Agreement; and 3)  the non-exclusive, non-transferable, nonsublicensable right to use the Software in a development and test environment for customization testing and upgrade testing for Company's internal use ("Development Use") and limited to the number of Subscription Users for which Company has paid the applicable fee, provided, that Company acknowledges and agrees that Simbanic shall not be obligated to provide any support of such Development Use.
(c) "Affiliate" means a company which is controlled, under common control or controlling the Company during the period of such control.  For the purposes of this Agreement, "control" shall mean ownership, directly or indirectly, of more than 50% of the voting securities which vote for the election of the board of directors or other managing body.  Company shall be responsible for any act or omission of those Subscription Users that are contractors and agents, Company's Affiliates and of Company's Affiliates' compliance with all of the terms of this Agreement.  Any action or breach by any of Company's contractors, agents or Affiliates shall be deemed an action or breach by Company and Company will indemnify and hold Simbanic harmless from any and all breaches of this Agreement by its contractors, agents and Affiliates.  Company waives all of those defenses that Company may have as to why Company should not be liable for Company's contractors', agents' or Affiliates' acts, omissions and noncompliance with this Agreement.
1.2 Restrictions.  Company shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (a) the Software or (b) any modified version or derivative work of the Software created by the Company or for the Company; (ii) remove or alter any copyright, trademark or proprietary notice in the Software; (iii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; (iv) reverse engineer, decompile or modify any encrypted or encoded portion of the Software. The Software includes a feature that reports the number of authorized Subscription Users and permits Simbanic the ability to monitor certain usage of the Software ("Critical Control Software") which is fundamental to the business of Simbanic.  Notwithstanding the terms of this Agreement, neither the Company nor the Subscription Users may modify any portion of the Critical Control Software.  The violation of this prohibition shall be deemed a material breach of this Agreement and Simbanic may immediately terminate this Agreement.  Notwithstanding anything to the contrary in this Agreement, during the Subscription Period the Company may continue to use the Software initially provided under this Agreement with the subscription key and use differing databases, web servers or operating systems than the database, web server or operating system initially selected by Company on download or installation of the Software at no charge, subject to Company paying and indemnifying Simbanic for any additional fees Simbanic is required to pay a third party as a result of Company's change to differing databases, web servers or operating systems.
1.3 Proprietary Rights.  Simbanic and its licensors shall own all right, title, and interest to the Software, Simbanic Intellectual Property and all technology, information, code or software provided to Company, including all portions, copies or modifications thereof.  Except as expressly provided herein, no license of any kind are granted hereunder, whether by implication, estoppel, or otherwise.
1.4 Grant to Simbanic.  During any term of this Agreement, Company grants to Simbanic a non-transferable, non-exclusive, license to reproduce and display Company's logos, trademarks, trade names and similar identifying material so that Simbanic may refer to Company as a user of the Software should Simbanic so desire, such as on the Simbanic website, in press releases and in other marketing materials.

2.0 Fees and Payment
2.1 Subscription User Accounts:  Company shall designate a Subscription Administrator and notify Simbanic of the identity and contact information for said Subscription Administrator.  The Subscription Administrator may add Subscription Users to the Company's subscription for the Software by placing an order with Simbanic.  Company is responsible for all activity occurring under Company's Subscription User's accounts.  Company shall notify Simbanic immediately of any unauthorized use of any password, account, copying or distribution of the Simbanic Technology.  Subscription User accounts cannot be shared or used by more than one individual Subscription User but may be reassigned to new Subscription Users replacing former Subscription Users.
2.2 Subscription Fee.  Company shall pay to Simbanic an amount specified on Simbanic' website for the number of Subscription Users that Company selects ("Subscription Fee"). Company shall pay the applicable Subscription Fee for the initial term of the Subscription Period on the 30th day after the Effective Date. All fees paid to Simbanic are non-refundable. Company agrees to provide Simbanic with complete and accurate billing and contact information. Simbanic may terminate this Agreement and/or Company's access to the subscription key if the billing or contact information is false, fraudulent or invalid.  Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon Simbanic' net income.
2.3 Non-Payment:  Simbanic may terminate this Agreement and/or Company's access to the subscription key  so that the Software will cease to function for Company's non-payment of fees that is delinquent by thirty (30) days or more (whether under this Agreement or a separate agreement). Company agrees that Simbanic may charge unpaid fees to Company's credit card or otherwise bill Company for unpaid fees. Simbanic shall be entitled to reimbursement of all reasonable collection costs incurred as a result of unpaid balances.

3.0 Confidentiality
Company and Simbanic agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement.  The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

4.0 Infringement and Disclaimer of Warranty
4.1 Infringement.  During any term of this Agreement, if any portion of the Software (except for third party software) is held by a court of competent jurisdiction to infringe any third party intellectual property rights and Company incurs a liability or expense as a result of such holding, then Company's sole remedy shall be, and Simbanic will, at its option: (i) obtain the right for Company to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component, or (iv) refund all of Company's money paid under this Agreement during the prior twelve (12) months and all of Company's rights and licenses under this Agreement shall automatically terminate.
4.2 As Is/Disclaimer of Warranty.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AS PROVIDED BY SIMBANIC IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  SIMBANIC DO NOT WARRANT OR GUARANTEE THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

5.0 Limitation of Liability
5.1 Force Majeure.  Except for the payment of fees, neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control.
5.2 Disclaimer of Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIMBANIC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
5.3 Limitation of All Damages.  IN NO EVENT SHALL SIMBANIC' LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO SIMBANIC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.
5.4 Failure of Essential Purpose.  The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy hereunder.

6.0 Term and Termination
The term shall commence on the Effective Date of this Agreement and shall continue until the Company stops using the Software. Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty days following written notice of the breach. Simbanic may terminate this Agreement and/or Company's access to the subscription key immediately upon notice to Company if Company's non-payment of any fees owed to Simbanic (whether under this Agreement or a separate agreement) is delinquent by thirty (30) days or more.  Company's obligation to make a payment of any outstanding, unpaid fees and the terms of Sections 1.2, 1.4, 3-6 and 8 shall survive termination or expiration of this Agreement.

7.0 General
Company agrees and certifies that neither the Software nor any other technical data received from Simbanic, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained the Software.  Except as expressly provided herein, Company may not assign its rights or delegate its obligations under this Agreement, without the prior written consent of Simbanic.  This Agreement will be governed by and construed in accordance with the laws of the French Republic, excluding its conflicts of law provisions, and Company and Simbanic agree to submit to the personal and exclusive jurisdiction of the courts located in Paris, France. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision.  This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and Simbanic relating to its subject matter and all terms herein and supercedes all prior or contemporaneous agreements or understandings.  This Agreement may be modified or changed only in writing by authorized representatives of Company and Simbanic. Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this subscription, or, in the case of Simbanic, when addressed to Simbanic, 10, rue du faubourg Poissonnière, 75010 Paris, France.  No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), bid proposal, response hereto, or other operational form of Company or Company's agent which are in addition to or different than the terms and conditions of this Agreement contained herein.  Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an authorized representative of Simbanic.  Delivery of the Software or other performance by Simbanic with respect to the Software shall not constitute Simbanic' acceptance of any additional or different terms and conditions.

- PRIVATE AND CONFIDENTIAL