K.I.S.S. Business Systems, LLC  CLIENT END-USER LICENSE AGREEMENT

Redistribution Or Rental Not Permitted

These terms apply to the K.I.S.S. Business System (tm)

NOTICE TO USER:  THIS K.I.S.S. BUSINESS SYSTEMS, LLC END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL 

CONTRACTUAL AGREEMENT BETWEEN LICENSEE (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND K.I.S.S. 

BUSINESS SYSTEMS, LLC ("KBS") FOR THE K.I.S.S. BUSINESS SYSTEMS, LLC K.I.S.S. BUSINESS SYSTEM (tm) 

SOFTWARE ("SOFTWARE PRODUCT"), WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED SOFTWARE 

COMPONENTS, MEDIA AND PRINTED MATERIALS,  AND MAY INCLUDE ONLINE OR ELECTRONIC DOCUMENTATION.  

THE TERM "SOFTWARE PRODUCT" SHALL ALSO INCLUDE ANY UPGRADES, MODIFIED VERSIONS, UPDATES, 

ADDITIONS, AND COPIES OF THE SOFTWARE PRODUCT LICENSED TO LICENSEE BY KBS.  BY CLICKING THE 

ACCEPTANCE BUTTON OR INSTALLING OR USING THE K.I.S.S. BUSINESS SYSTEM (tm) SOFTWARE, THE INDIVIDUAL 

OR ENTITY LICENSING THE SOFTWARE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY, IS ACCEPTING 

ALL THE TERMS AND CONDITIONS OF AND IS BECOMING A PARTY TO THIS END-USER LICENSE AGREEMENT.  

IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT THE BUTTON INDICATING NON-

ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR USE THE K.I.S.S. BUSINESS SYSTEM (tm) 

SOFTWARE AND SOFTWARE RELATED COMPONENTS.  BY INSTALLING, COPYING, OR OTHERWISE USING THE 

SOFTWARE PRODUCT, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA.  

SOFTWARE PRODUCT LICENSE

1. GRANT OF LICENSE.  This EULA grants Licensee the following non-exclusive non-transferable license and rights per the 

terms of this EULA:

a. Systems Software Installation and Use.  Licensee may install and use for internal business purposes the executable code

version of this SOFTWARE PRODUCT on as many computers within Licensee's organization as required.

b. Storage/Network Use.  Licensee may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as 

a network server, used to install or run the SOFTWARE PRODUCT on Licensee's other computers over an internal network if an 

appropriate license is purchased.

c. Backup Copies.  Licensee may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival 

purposes, provided any copy contains all of the original proprietary notices.

d. Non-Entitlements.  This license does not entitle Licensee to receive from K.I.S.S. Business Systems, LLC hard-copy 

documentation, technical support, telephone assistance, or enhancements or updates to the SOFTWARE PRODUCT 

unless stated in the type of license purchased.

2. FEES.  There is an annual license fee for the SOFTWARE PRODUCT.  If Licensee wishes to receive the SOFTWARE 

PRODUCT on media, there may be a charge for the media and for shipping and handling.  Licensee is responsible for any 

and all taxes.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

a. Limitations on Reverse Engineering, Decompilation, and Disassembly.  Licensee may not reverse engineer, decompile, 

disassemble or in any way try to determine the source code or database structure of the SOFTWARE PRODUCT, except and 

only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

b. Separation of Components.  The SOFTWARE PRODUCT is licensed as a single SOFTWARE PRODUCT.  Its component 

parts may not be separated for other use.

c. Rental or Transfer.  Licensee may not rent, lease, redistribute, lend, encumber, sell, sublicense, or otherwise transfer rights 

to the SOFTWARE PRODUCT or Documentation under this EULA.

d. Maintenance of Copyright Notices and Trademarks.  Licensee may not remove or alter any copyright notices or trademarks, 

logos, or other proprietary notices, legends, symbols or labels in or on the SOFTWARE PRODUCT.

e. Distribution.  Licensee may not distribute copies of the SOFTWARE PRODUCT to any third parties.

f. Support Services.  K.I.S.S. Business Systems, LLC may provide Licensee with support services related to the SOFTWARE 

PRODUCT ("SUPPORT SERVICES").  Use of SUPPORT SERVICES is governed by K.I.S.S. Business Systems, LLC's policies, 

procedures and programs.  Any supplemental materials provided to Licensee as part of the SUPPORT SERVICES shall be 

considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.  With respect to technical 

information Licensee provides to KBS as part of the SUPPORT SERVICES, KBS may use such information for its business 

purposes, including for SOFTWARE PRODUCT support and development.  

g. Compliance with Applicable Laws.  Licensee must comply with all applicable laws regarding use of the SOFTWARE 

PRODUCT.

h. Derivative Works.  Licensee may not modify or create any derivative works of the SOFTWARE PRODUCT or documentation, 

including translation or localization.

i. Proprietary Rights.  Title, ownership rights, and intellectual property rights in the SOFTWARE PRODUCT shall remain in 

K.I.S.S. Business Systems, LLC.  Licensee acknowledges such ownership and intellectual property rights and will not take any 

action to jeopardize, limit or interfere in any manner with K.I.S.S. Business Systems, LLC rights with respect to the 

SOFTWARE PRODUCT.  

4 COPYRIGHT AND TRADEMARKS.  The SOFTWARE PRODUCT is owned by K.I.S.S. Business Systems, LLC, and its structure, 

organization and code are the valuable trade secrets of K.I.S.S. Business Systems, LLC.  All title, including but not limited to 

copyrights, in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, 

audio, music, text, and applets, incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any 

copies of the SOFTWARE PRODUCT, are owned by K.I.S.S. Business Systems, LLC.  The SOFTWARE PRODUCT is protected 

by United States Copyright Law and International Treaty provisions, as well as other intellectual property laws and treaties.  

Therefore, Licensee must treat the SOFTWARE PRODUCT like any other copyrighted material except that Licensee may make 

one copy of the SOFTWARE PRODUCT solely for backup or archival purposes.  Any copies that Licensee is permitted to make 

pursuant to this EULA must contain the same copyright and other proprietary notices that appear on or in the SOFTWARE 

PRODUCT.  All rights not expressly granted are reserved by KBS.  Trademarks shall be used in accordance with accepted 

trademark practice, including identification of trademark owner's name.  Trademarks can only be used to identify printed output 

produced by the SOFTWARE PRODUCT.  Such use of any trademark does not give Licensee any rights of ownership in that 

trademark.  This EULA does not grant Licensee any intellectual property rights in the SOFTWARE PRODUCT. 

5 TERMINATION.  Without prejudice to any other rights, KBS may terminate this EULA at any time without cause or if Licensee 

fails to comply with the terms and conditions of this EULA.  In either event, Licensee must destroy all copies of the SOFTWARE 

PRODUCT.

6 EXPORT RESTRICTIONS.  Licensee agrees that the SOFTWARE PRODUCT will not be shipped, transferred or exported to 

any country, person, entity or end user or used in any manner prohibited by the United States Export Administration Act or any 

other export laws, restrictions or regulations.

7 DUAL-MEDIA SOFTWARE.  Licensee may receive the SOFTWARE PRODUCT in more than one medium.  Regardless of the 

type or size of medium Licensee receives, Licensee may not loan, rent, lease, or otherwise transfer the other medium to 

another user.

8 DISCLAIMER OF WARRANTY.  THE SOFTWARE PRODUCT, ANY RELATED DOCUMENTATION AND ALL FUTURE 

SOFTWARE AND DATA FILE UPDATES IS PROVIDED ON "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND.  KBS 

EXPRESSLY DISCLAIMS ALL WARRANTIES FOR THE SOFTWARE PRODUCT, FUTURE SOFTWARE UPDATES, DATA 

FILE UPDATES AND ALL ASSOCIATED DATA FILES INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS 

FREE OF DEFECTS, WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED 

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE 

PRODUCT, AND ANY ACCOMPANYING HARDWARE.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE 

OF THE SOFTWARE PRODUCT IS BORNE BY LICENSEE.  LICENSEE MUST DETERMINE THAT THE SOFTWARE 

PRODUCT SUFFICIENTLY MEETS ITS REQUIREMENTS.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN 

ESSENTIAL PART OF THIS EULA.  NO USE OF THE SOFTWARE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER 

THIS DISCLAIMER.

9 LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 

KBS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, 

WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS 

INFORMATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR 

ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES OR ANY OTHER PECUNIARY LOSS, EVEN IF ADVISED OF 

THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR 

OTHERWISE) UPON WHICH THE CLAIM IS BASED) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE 

PRODUCT.  THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS 

WITH THE LICENSEE.  IN ANY CASE, KBS'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL NOT 

EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES FOR 

SUPPORT OF THE SOFTWARE PRODUCT RECEIVED BY KBS UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY). 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL 

DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.  KBS IS NOT RESPONSIBLE FOR ANY 

LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE.

10 MISCELLANEOUS.

a. This EULA constitutes the entire agreement between the parties concerning the subject matter hereof.

b. Unless otherwise agreed to in writing, all disputes relating to this EULA (excepting any dispute relating to intellectual property 

rights) shall be subject to final and binding arbitration in Gaston County, North Carolina, under the auspices of the arbitrator 

designated by K.I.S.S. Business Systems, LLC, with the losing party paying all costs of arbitration.

c. If any provision in this EULA should be held illegal, void, or unenforceable by a court having jurisdiction, such provision

shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this EULA if no 

such modification is possible, and other provisions of this EULA shall remain in full force and effect.  

d. The controlling language of this EULA is English.  If Licensee has received a translation into another language, it has been 

provided for Licensee's convenience only.  

e. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive 

such term or condition or any subsequent breach thereof.

f. The provisions of this EULA, which require or contemplate performance after the expiration or termination of this EULA, 

shall be enforceable notwithstanding said expiration or termination.

g. Licensee may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein 

except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity.  

h. This EULA shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

i. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or 

interruption of service resulting directly or indirectly from any cause beyond its reasonable control.  

j. The relationship between K.I.S.S. Business Systems, LLC and Licensee is that of independent contractors and neither 

Licensee nor its agents shall have any authority to bind K.I.S.S. Business Systems, LLC in any way.  

k. If any dispute arises under this EULA, the prevailing party shall be reimbursed by the other party for any and all legal fees 

and costs associated therewith.

l. If any K.I.S.S. Business Systems, LLC professional services are being provided, then such professional services are provided 

pursuant to the terms of a separate Professional Services Agreement between K.I.S.S. Business Systems, LLC and Licensee.  

The parties acknowledge that such services are acquired independently of the SOFTWARE PRODUCT licensed hereunder, 

and that provision of such services is not essential to the functionality of such SOFTWARE PRODUCT.  

m. The headings to the sections of this EULA are used for convenience only and shall have no substantive meaning.

n. K.I.S.S. Business Systems, LLC may use Licensee's name in any customer reference list or in any press release issued by 

K.I.S.S. Business Systems, LLC regarding the licensing of the SOFTWARE PRODUCT.

o. This EULA will be governed by the laws in force in the State of North Carolina, USA excluding the application of its 

conflicts of law rules.  This EULA will not be governed by the United Nations Convention on Contracts for the International 

Sale of Goods, the application of which is expressly excluded.

p. Should Licensee have any questions concerning this EULA, or if Licensee desires to contact K.I.S.S. Business Systems, LLC 

for any reason, please contact KBS at: K.I.S.S. Business Systems, LLC 1625 Kiawah, Ct Suite 77 Gastonia, NC 28056. 

q. This EULA may only be modified in writing signed by an authorized officer of K.I.S.S. Business Systems, LLC.