CompuSight eSign365 End-User License Agreement

Updated: August, 2011

This Agreement provides you with the right to install, load, host and use “the Software” as described herein.

Portions of the Software licensed under this Agreement are used under license from third parties. All Rights Reserved.

NOTICE TO ALL USERS: PLEASE READ THE FOLLOWING LEGAL AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGAL, BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND COMPUSIGHT CORPORATION (“COMPUSIGHT CORPORATION”) REGARDING ALL USE OF ANY COMPUSIGHT CORPORATION SOFTWARE ("SOFTWARE"). BY INSTALLING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) ACCEPT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT WITH COMPUSIGHT CORPORATION. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

1. License Grant. Subject to the payment of the applicable license fees, and subject to your abidance by the terms and conditions of this Agreement, CompuSight Corporation hereby grants to you a non-exclusive, non-transferable right to use one copy of the specified version of the Software which you have acquired and the accompanying documentation (the "Documentation").

2. Use. The use of products is described in appendices which is an integrated part of this End User Licenses Agreement and thus legally binding for You. Please find the proper appendix according to your product type which is stated on your invoice or order confirmation.

3. Term. This Agreement is effective until terminated. You may terminate it at any point by destroying the Software together with all copies of the Software. Also, CompuSight Corporation has the option to terminate this Agreement if you fail to comply with any terms of this Agreement. You agree upon such termination immediately to destroy the Software and the Documentation together with all copies thereof.

4. Updates. CompuSight Corporation may update the content of the Software from time to time and provided that you have purchased the right to upgrades, you may download such revisions, upgrades, or updates to the Software when and as CompuSight Corporation publishes them via its website or other online services. You agree that the terms of this Agreement (or any subsequent version hereof) shall applies to any updated version of the Software or the Documentation.

5. Ownership Rights. International copyright laws and international treaty provisions protect the Software. CompuSight Corporation and its suppliers own and retain all right, title and interest in and to the Software and the Documentation, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software and Documentation made hereunder will contain the same proprietary notices that appear on and in the Software and the Documentation.

6. Restrictions. You may not give away, rent, lease, loan or resell the Software and the Documentation or transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, hack, translate or disassemble the Software (except to the exact extent that applicable law expressly prohibits the foregoing restriction). You may not modify, or create derivative works based upon the Software in whole or in part. You may not copy the Software or Documentation except as expressly permitted in Section 1 above. You may not remove any proprietary notices or labels on the Software or Documentation. Nor may you cause or permit others to transact any of the actions which are governed by this Section 6. CompuSight Corporation reserves all rights not expressly set forth hereunder.

7. Warranty and Disclaimer.

a. Customer Remedies. CompuSight Corporation and its suppliers' entire liability, and your exclusive remedy for any breach of the foregoing warranty, shall be, at CompuSight Corporation option, either (i) to return the purchase price paid for the license, if any, or (ii) to replace the defective media on which the Software is contained. You must return the defective media to CompuSight Corporation 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 original warranty period. This remedy is not available to the extent that CompuSight Corporation is subject to restrictions under export control laws and regulations.

b. Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPUSIGHT CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, COMPUSIGHT CORPORATION UNDERTAKES NO LIABILITY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS, PROBLEMS CO-WORKING WITH OTHER SOFTWARE PACKAGES OR OPERATING SYSTEMS, OR ANY OTHER FAILURES, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WHETHER EXPRESSLY ACKNOWLEDGED OR NOT.

c. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL COMPUSIGHT CORPORATION OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON (PHYSICAL OR LEGAL) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, DATA OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL COMPUSIGHT CORPORATION BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE COMPUSIGHT CORPORATION CHARGES FOR A LICENSE TO THE SOFTWARE, EVEN IF COMPUSIGHT CORPORATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

8. High Risk Activities. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments that require fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage collectively, "High Risk Activities". CompuSight Corporation expressly disclaims any express or implied warranty of fitness for High Risk Activities.

9. Miscellaneous. This Agreement is governed in all respects by the laws of the State of Washington as such laws are applied to agreements entered into and to be performed entirely within Washington between Washington residents. Any controversy or claim arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration. By using the Software, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington. Any legal action by You arising under this Agreement must be initiated within two years after the cause of action arises.

The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

This Agreement may not be amended except in writing signed by both you and us. In the event that we make such a change that has a material adverse impact on your rights or use of the Software, you may terminate the Agreement by giving us notice within 20 days of the date we notify you, and you will not be charged any cancellation fee. This Agreement is the final and complete expression of the agreement between these parties regarding the Software. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters.

10. Your representations and warranties. You represent and warrant that you are authorized to enter into this Agreement and comply with its terms. Furthermore, you represent and warrant that you will at any and all times comply with your obligations hereunder and any applicable laws, regulations and policies, which may apply to the Software. You assume full and unlimited liability for any use contrary to this entire Agreement whether such use has been enacted or caused directly or indirectly by you. You agree to indemnify, defend and hold CompuSight Corporation harmless from and against any and all liability arising out of or in connection with your violation or breach of this Agreement or applicable laws, regulations and policies.

11. COMPUSIGHT CORPORATION CUSTOMER CONTACTS. If you have any questions concerning these terms and conditions, or if you would like to contact CompuSight Corporation for any other reason, please write to CompuSight Corporation, 93 S Jackson St #11685, Seattle, WA 98104, United States of America or visit our website www.compusight.com for detailed contact information.

CompuSight Corporation End-User License Agreement Appendices

Appendix A

Products purchased as subscriptions.

This appendix applies to the following products:

- eSign365 for Microsoft Dynamics CRM

- eSign365 for Microsoft SharePoint

- eSign365 Productivity Pack I (CRM + SharePoint)



THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR FREE TRIAL OF THE PRODUCTS. IF YOU PURCHASE OUR PRODUCTS, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE PRODUCTS.

BY ACCEPTING USE OF FREE TRIAL OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.



1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Documentation” means User Guide, quick guide, FAQ, knowledge base articles, release notes or other documentation specific to the Products.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and CompuSight Corporation from time to time.

“Products” means on-line or offline software products provided by CompuSight Corporation at www.compusight.com or by CompuSight Corporation Affiliates at their websites or stores as subscriptions.

"Users" means individuals who are authorized by You to use the Products, for whom subscriptions to a Product have been purchased, and who have been supplied user identifications and passwords by You or by CompuSight Corporation). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

2. USE OF FREE TRIAL

(a) Use of free trial: CompuSight Corporation makes Products available to You on a trial basis free of charge until the thirtieth (30) day after Your acceptance of this Agreement or by the start date of any purchased Products ordered by You. You are informed about additional trial terms and conditions at the trial registration web page. The free trial period may vary depending the type or version of the Products. You will be informed about the length of the trial at download. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE PRODUCTS, AND ANY CUSTOMIZATIONS MADE TO THE PRODUCTS BY OR FOR YOU, DURING YOUR FREE TRIAL MAY BE LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME PRODUCTS AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED PRODUCTS, OR EXPORT SUCH DATA, BEFORE THE END OF THE FREE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A PRODUCT THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G. BASIC TO FREE VERSION) THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE FREE TRIAL PERIOD OR YOUR DATA RISK BEING PERMANENTLY LOST.

NOTWITHSTANDING SECTION 7 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

(b) Use of special versions: Some Products will at the end of a free trial period where no purchase was made or at the end of a subscription term where no renewal was purchased turn into a free version with limited functionality. You will be informed about free versions of the Products at download. Free versions can be used free of charge. Terms and conditions for use of free versions of the Products are incorporated into this Agreement by reference and are legally binding.

3. USE OF THE PRODUCTS

3.1. CompuSight Corporation Responsibility. CompuSight Corporation shall provide to You basic support for the purchased Products at no additional charge. CompuSight Corporation will notify You of updates or new versions of the Products. Your download of the updated or new versions of the Products confirms your acceptance of this version. Information of new product updates and content will be available at www.compusight.com and in the Documentation. Unless otherwise specified in the Order Form or Documentation, updates are included in the purchased Products.

3.2. Your Responsibilities. You shall (a) be responsible for Users’ compliance with this Agreement, (b) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Products, and notify CompuSight Corporation promptly of any such unauthorized access or use, and (iv) use the Products only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Products available to anyone other than Users, (b) sell, resell, rent or lease the Products, (c) use the Products to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Products to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Products or third-party data contained therein, (f) attempt to gain unauthorized access to the Products or their related systems or networks, or (g) use the Product to monitor, supervise, spy or log personal data if such usage is in violation with privacy rights or local laws. You or Your Users shall be responsible for complying with all domestic and international laws and any other any legal obligations, including but not limited to, obligations imposed by copyright, trademark, trade secrets, defamation, decency, privacy, security and export laws.

3.3. Usage Limitations. Products may be subject to other limitations, such as, for example, limits on disk storage space, bandwidth, platform support or similar. Any such limitations are specified in the product Documentation.

3.4 Rights to Data. All data originating from use of the products saved in a memory, hard disk or any other subject are wholly owned by You as user or Customer to CompuSight Corporation. CompuSight Corporation is not liable for any content of such information.

3.5 Storage data. CompuSight Corporation will storage all information for the duration of this agreement regulating the purchase of a service on CompuSight Corporation servers. At the termination date CompuSight Corporation will storage all data for 30 days after which the Data automatically will be deleted on CompuSight Corporation server. You are sole responsible for the retrieval and storage of all Data owned by You as part of your use of the Service provided by CompuSight Corporation, and under no circumstance can CompuSight Corporation be held responsible for deleted data owned by You after the 30 days has expired from the date of termination.

4. PURCHASE AND PAYMENT TERMS

4.1. Provision of Purchased Products. CompuSight Corporation shall make the purchased Products available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by CompuSight Corporation regarding future functionality or features.

4.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, Products are purchased as User subscriptions and may be accessed by no more than the specified number of Users. Additional User subscriptions may be added at any time. User subscriptions are for designated Users and cannot be shared or used by more than one User at a time but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Products.

4.3. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (a) fees are based on Products purchased or actual usage of Products, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly or annual payments that begin on the subscription start date and each monthly anniversary thereof or each twelve (12) months.

4.4. Invoicing and Payment. You will provide CompuSight Corporation with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to CompuSight Corporation. If You provide credit card information to CompuSight Corporation, You authorize CompuSight Corporation to charge such credit for all Products and/or Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, CompuSight Corporation will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information to CompuSight Corporation.

4.5. Overdue Charges. If any charges are not received from You by the due date, then at CompuSight Corporation, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) CompuSight Corporation may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.4 (Invoicing and Payment).

4.6. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for CompuSight Corporation services is 14 or more days overdue, CompuSight Corporation may, without limiting other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Your Product usage until such amounts are paid in full.

4.7. Taxes. Unless otherwise stated, CompuSight Corporation fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If CompuSight Corporation has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide CompuSight Corporation with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, CompuSight Corporation is solely responsible for taxes assessable against it based on CompuSight Corporation income, property and employees.

5. Service & Upgrade: Products purchased as subscriptions includes free product service, support and software upgrade(s). Please refer to www.eSign365.com for further details about CompuSight Corporation support services.