Enterprise MICR License Agreement

IMPORTANT-READ CAREFULLY: This license agreement is a legal agreement between you and Elfring Fonts, Inc, which includes computer software, fonts, documentation, and may include online or electronic documentation. This computer software, fonts, and documentation ("Products") is pursuant to product schedule(s) (the "Product Schedule(s)") in the form set forth in Exhibit A attached hereto and executed by the parties. Each Product Schedule, upon execution thereof by the parties, shall be deemed incorporated into this Agreement by this reference and shall become a part hereof.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THE SOFTWARE ACCOMPANYING THIS PACKAGE.

By installing, copying or using the Product, you agree to be bound by the terms of this license agreement. If you do not agree with the terms of this license agreement, promptly return the unused Product to Elfring Fonts, Inc. The copyrights laws and international copyright treaties, as well as other intellectual property laws and treaties, protect this Software.

1. License Grant.
   1.1. Subject to mutual acceptance of these terms and payment of the applicable fees, Elfring Fonts, Inc (hereafter "EFI"), grants to Licensee a non-transferable, non-assignable, non-sublicensable, worldwide license to install the Product, listed in Exhibit A, throughout the purchasing company (the "Enterprise").
   1.2. Licensee may make additional copies of Product, provided the copied Product is marked with all copyright notices as found in the delivered copy and provided that the Licensee's copying is limited to within the Enterprise. Licensee may not, under any circumstances, distribute or resell the Product as a stand-alone product, distribute the Product outside of the Enterprise, incorporate the Product into software they sell to other firms, or use the Product to construct any product to directly compete with the Product.

2. Restrictions on License.
   2.1. Licensee shall ensure that every copy of the Product and related Documentation that Licensee creates or copies bears such legends or restrictive notices as EFI may reasonably require to protect its rights.
   2.2. Except as expressly set forth herein, this Agreement grants no rights to Licensee to modify, distribute, license, or create derivative works of the Products or to decompile, reverse engineer, or otherwise derive source information related to the Products in any manner.
   2.3. EFI reserves all other rights to the Products and Documentation not expressly granted to Licensee. EFI retains ownership of the Products and Documentation at all times. Nothing in this Agreement restricts EFI from distributing the Products and Documentation to any other person or from granting any person the right to use, distribute, sublicense, or otherwise exercise any rights in or to the Products in any manner whatsoever.

3. License Fees and Payment Terms.
   3.1. License fees for the Product are set forth in the applicable Exhibit A Product Schedule. (Currently $7,500.00) EFI may revise its price list(s) from time to time and at its sole discretion, provided that changes to price lists will take effect not less than sixty (60) days following delivery of written notice to Licensee of such change. License fees stated are exclusive of any federal, state, municipal, or other governmental taxes, duties, licenses, fees, excises, or tariffs now or hereinafter imposed on the production, storage, licensing, transportation, import, export, or use of the Products. Licensee agrees to pay all such taxes or charges, exclusive of taxes based on EFI's income, or to provide EFI with evidence of exemption.

4. Limited Warranties.
   4.1. EFI warrants that once said Product has been paid for, except as otherwise described in the Documentation, the Products will not: (i) contain hidden files; (ii) replicate, transmit, or activate itself without control of a person operating the computing equipment on which it resides; (iii) alter, damage, or erase any data or other computer programs without control of a person operating the computing equipment on which it resides.
   4.2. EFI warrants that it has sufficient proprietary rights to the Products and Documentation to grant the licenses set forth herein. EFI warrants that, to the best of its knowledge, neither the Products nor the Documentation infringes any United States patent, trademark, copyright, or other proprietary right of any third party.
   4.3. Each party warrants that it is validly organized and financially and legally capable of fulfilling all requirements of this Agreement.

5. Limitations on Warranties and Remedies.
   5.1. EXCEPT FOR THE MATTERS SET FORTH IN SECTION 4, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR ORAL OR WRITTEN STATEMENTS OF EFI, ITS AGENTS, OR SUBCONTRACTORS, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY SUPERSEDED, EXCLUDED, AND DISCLAIMED.
   5.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED TO THE OTHER PARTY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE LICENSE FEES PAID TO EFI (OR PAYABLE TO EFI, IF THE ACTION INVOLVES LICENSEE'S FAILURE TO PAY) UNDER THE APPLICABLE PRODUCT SCHEDULE.
   5.3. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER SUCH CAUSE OF ACTION HAS ACCRUED. AN ACTION FOR NONPAYMENT MAY BE BROUGHT WITHIN TWO YEARS OF THE LATER OF THE DATE OF LAST PAYMENT OR THE DATE ANY SERVICES WERE LAST PERFORMED.

6. Support.
6.1 Your purchase of any one of our check software packages entitles you to one (1) year of technical support via phone or email with a maximum of 10 support incidents. Fax support is limited to one incident per year. All support requests must come from a single contact point within the Enterprise.
   6.2 After this initial one year term has expired, additional support may be purchased on a year-by-year basis at the price listed in Exhibit A. (Currently $950.00 / year) Purchase of an additional year of support entitles the user to one additional year of support and an update to the current version of the Product, listed in Exhibit A.

7. Term and Termination.
7.1. The term of this Agreement ("Term") shall commence on the date set forth on Exhibit A hereof and shall continue for so long as the term of any Product Schedule remains unexpired. The issuance and acceptance of a Product Schedule after the Term has lapsed shall reinstate this Agreement.
   7.2. EFI may terminate this Agreement or any Product Schedule immediately upon written notice to Licensee if: (i) Licensee fails to comply with any material provision of this Agreement, including failure to pay license fees; or (ii) Licensee becomes bankrupt, insolvent or seeks relief from creditors. Termination by EFI will be effective: (a) fifteen (15) days after notice that a payment to EFI is past due; or (b) thirty (30) days after notice of any other breach of this Agreement.
   7.3. Upon termination, the licenses granted by EFI to Licensee pursuant to this Agreement will cease and Licensee will be deemed to have transferred and conveyed to EFI all goodwill or other rights in and to the Products. Termination will not relieve Licensee or EFI of any obligations that survive this Agreement.
   7.4. Upon termination, Licensee shall promptly return to EFI all copies of the Products and related materials licensed to Licensee or in Licensee's possession. Licensee may retain for a reasonable period such materials which are necessary for it to provide End-User support services for the Products.

8. Miscellaneous.
   8.1. Neither party to this Agreement, nor any affiliated company, shall, directly or indirectly, employ or offer employment to (or utilize as an independent contractor) any employee or former employee of the other party to this Agreement. Such prohibition shall be effective only during the twelve (12) months following the termination of any employee's employment.
   8.2. Notices, copies of notices or other communications shall be sent to a party at the address set forth Exhibit A of this Agreement. All notices shall be effective upon delivery of the notice to the addressed party.
   8.3. Neither party is the agent, employee, legal representative, partner or joint venturer of the other party for any purpose.
   8.4. Neither party shall be liable for any failure to perform its obligations under this Agreement (other than obligations of payment) if prevented from doing so by a cause or causes, including Acts of God, or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, wars, or war operations, restraints of government or other cause or causes that could not, with reasonable diligence, be controlled or prevented by the party. Any failure to perform shall be cured as soon as is reasonably practical by the non-performing party.
   8.5. Neither party may assign or delegate any or all of its rights (other than the right to receive payments) or its duties or obligations hereunder without the consent of the other party, which consent shall not be unreasonably withheld. Either party may assign this Agreement, without consent of the other party, to a successor in interest to substantially all of the business of that party to which this Agreement relates. An assignee of either party shall be bound by the terms of this Agreement. If any assignee shall fail to agree to be bound by all of the terms and obligations of this Agreement, then such assignment shall be deemed null and void and of no force or effect. EFI may subcontract any of the services set forth in this Agreement, provided EFI remains responsible and liable to Licensee for performance. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
   8.6. This Agreement, together with the Exhibit A Product Schedule(s) hereto between the parties, constitutes the entire and exclusive agreement between the parties and supersedes all previous communications or agreements, either oral or written with respect to the subject matter hereof. In the event that any term contained in any Product Schedule(s) is inconsistent with the main body of this Agreement, the term of the Product Schedule(s) shall prevail but only to the extent necessary to resolve such conflict.
   8.7. Failure by either party to exercise its rights under this Agreement shall not be deemed a waiver of any such rights. Waivers shall be made in writing.
   8.8. If any provision in this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though the invalid or unenforceable provision were not contained herein.
   8.9. In the event these Products are exported outside of the United States by Licensee, both parties agree that Licensee is obligated and solely responsible for ensuring compliance with all applicable import and export laws and regulations of the United States of America and any applicable foreign jurisdictions. Licensee shall indemnify, defend and hold harmless EFI (including payment of all reasonable costs, fees, settlements and damages) with respect to any suits or proceedings brought against EFI arising from Licensee's export of the Products.
   8.10. This Agreement and performance hereunder shall be governed in accordance with the laws of the State of Illinois (except for any Illinois choice of law principles). The parties agree to submit any dispute arising out of this Agreement to arbitration pursuant to the American Arbitration Association Rules for commercial disputes.
   8.11. Sections 2, 3, 5, 6, and 7 shall survive termination of this Agreement.