End User License Agreement

SOFTWARE LICENSE AGREEMENT AND LIMITED WARRANTY

Important – Please read carefully before installing

This Flow Software License Agreement ("LICENSE AGREEMENT") constitutes a legal agreement between the end user (either an individual or an entity) or their nominated representative (“YOU”,”YOUR”) and Flow Software Trading Limited ("FLOW") for the Flow Products (“SOFTWARE PRODUCT”), which includes computer software, components, and associated media, printed materials, and "online" or electronic documentation. The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to YOU by FLOW.

By installing, copying, accessing, or otherwise using the SOFTWARE PRODUCT, YOU agree to be bound by the terms of this LICENSE AGREEMENT whether YOU have purchased the SOFTWARE PRODUCTS directly from FLOW, or through one of FLOW’s registered partners, or by any other party. If YOU do not agree to the terms of this LICENSE AGREEMENT, YOU must cease using the SOFTWARE PRODUCT immediately.

\1. Grant of License

The SOFTWARE PRODUCT is owned by FLOW and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

Upon YOUR acceptance of this LICENSE AGREEMENT and while YOU own a valid software license (“LICENSE”), FLOW grants YOU a non-exclusive, non-transferable, non-assignable license and limited right to use the SOFTWARE PRODUCT for YOUR internal business operations in accordance with this LICENSE AGREEMENT and any specifications of your LICENSE.

The SOFTWARE PRODUCT is not sold to YOU, but rather licensed for YOUR use. YOU do not purchase the SOFTWARE PRODUCT, but rather a LICENSE allowing YOU to use the SOFTWARE PRODUCT for the term of the LICENSE and in accordance with this LICENSE AGREEMENT and any specifications of your LICENSE (refer clause 2 for available LICENSE types)

YOU may:

a. Install and use the SOFTWARE PRODUCT on the number of production computers (“PRODUCTION SERVERS”) specified in the LICENSE

b. Install and use the SOFTWARE PRODUCT on the number of development or test computers (“TEST SERVERS”) specified in the LICENSE

c. Copy the SOFTWARE PRODUCT for backup and archival purposes provided any copy must contain all of the original SOFTWARE PRODUCT proprietary notices;

d. Use the SOFTWARE PRODUCT to integrate with applications specified in the LICENSE.

\2. Available LICENSE types

a. 30 Day Trial (“30 DAY TRIAL”) – a 30 DAY TRIAL is available only once to YOU for the purpose of evaluating the SOFTWARE PRODUCT. A 30 DAY TRIAL must not be used on PRODUCTION SERVERS

b. Monthly Full License (“MONTHLY LICENSE”) – a MONTHLY LICENSE entitles YOU to use the SOFTWARE PRODUCT until the same day of the month following purchase. On expiration of this license YOU may continue to use the SOFTWARE PRODUCT by renewing the MONTHLY LICENSE.

c. Annual Full License (“ANNUAL LICENSE”) – an ANNUAL LICENSE entitles YOU to use the SOFTWARE PRODUCT until the same day of the year following purchase. On expiration of this license YOU may continue to use the SOFTWARE PRODUCT by renewing the ANNUAL LICENSE.

d. Perpetual Full License (“PERPETUAL LICENSE”) – a PERPETUAL LICENSE entitles YOU to indefinitely use the version of the SOFTWARE PRODUCT specified in the PERPETUAL LICENSE. At the time of purchase you are required to buy annual maintenance (“MAINTENANCE”) which entitles YOU to updates and technical support for the SOFTWARE PRODUCT. MAINTENANCE will expire the same day of the year following purchase and you are required to buy more MAINTENANCE to continue your MAINTENANCE. If you stop paying MAINTENANCE YOU will no longer be able to receive updates or technical support for the SOFTWARE PRODUCT. If YOU later wish to resume MAINTENANCE it will be calculated from the day YOUR MAINTENANCE expired.

e. Lite License (“LITE LICENSE”) – a LITE LICENSE entitles YOU to use the SOFTWARE PRODUCT until the same day of the year following purchase. On expiration of this license YOU may continue to use the SOFTWARE PRODUCT by renewing the LITE LICENSE. A LITE LICENSE provides additional restrictions on YOUR use of the SOFTWARE PRODUCT as per clause 4

f. Additional Services License (“ADDITIONAL LICENSE”) – an ADDITIONAL LICENSE entitles YOU to access optional services specified within the ADDITIONAL LICENSE until the same day of the year following purchase. ADDITIONAL LICENSE does not entitle you to use the SOFTWARE PRODUCT unless purchased in addition to one of the above licenses.

g. OEM License (“OEM LICENSE”) – an OEM LICENSE entitles YOU to use the SOFTWARE PRODUCT as part of the application specified in the OEM LICENSE until the same day of the month/year (“PERIOD”) following purchase. The PERIOD is specified in the OEM LICENSE and is either one Month or one Year. On expiration of this license YOU may continue to use the SOFTWARE PRODUCT by renewing the OEM LICENSE.

A MONTHLY LICENSE, ANNUAL LICENSE, PERPETUAL LICENSE, LITE LICENSE, or OEM LICENSE is required to operate the SOFTWARE PRODUCT on PRODUCTION SERVERS.

You may cross-grade a LICENSE from one type to another except to or from an OEM LICENSE.

While YOU own a valid MONTHLY LICENSE, ANNUAL LICENSE, PERPETUAL LICENSE (where MAINTENANCE is up to date) , or LITE LICENSE, YOU will receive updates and technical support for the SOFTWARE PRODUCT. Services for installation or upgrading of the SOFTWARE PRODUCT are additional costs.

FLOW is under no obligation to sell YOU a LICENSE, or renew a LICENSE. The cost of the LICENSE may change without notice at anytime between the initial purchase of a LICENSE and when you wish to renew a LICENSE.

\3. Scope of License

This LICENSE AGREEMENT grants YOU the following rights and obligations

a. To use the SOFTWARE PRODUCT YOU must have a valid LICENSE. The LICENSE is in addition to this LICENSE AGREEMENT. This LICENSE indicates the amount of time for which YOU may use the software.

b. To purchase a LICENSE YOU must register for a FLOW customer account ("ACCOUNT"). There is no charge for creating an ACCOUNT although YOU require a valid email address. YOU will be asked for some private information. YOUR email address is verified by return email. Any LICENSE purchased by an ACCOUNT may not be transferred or used by another ACCOUNT. YOU may not give YOUR ACCOUNT username and password pair to any other party.

c. If YOU have purchased additional LICENSE of the SOFTWARE PRODUCT from FLOW, YOU may install and use the number of copies of the SOFTWARE PRODUCT up to the number of LICENSE purchased from FLOW. YOU agree that the total number of copies of the SOFTWARE PRODUCT used by YOU on PRODUCTION SERVERS may not exceed the number of LICENSE paid for by YOU, except that YOU may make additional copies of the SOFTWARE PRODUCT solely for backup or archival purposes or for use on TEST SERVERS.

d. If YOUR SOFTWARE PRODUCT is validly licensed with a LICENSE YOU may use it to perform any actions that it can be configured to perform successfully as per the SOFTWARE PRODUCT operators manual.

e. When YOUR LICENSE expires, YOU must purchase another LICENSE to continue to use this SOFTWARE PRODUCT. The SOFTWARE PRODUCT is electronically disabled when YOUR LICENSE expires or if no valid LICENSE is in use. A PERPETUAL LICENSE will not expire, however MAINTENANCE can expire.

f. When YOUR MAINTENANCE expires, YOU must repurchase MAINTENANCE to continue to access the latest version of the SOFTWARE PRODUCT. The SOFTWARE PRODUCT will continue to operate on the last used version when YOUR MAINTENANCE expires.

g. You may NOT remove any SOFTWARE PRODUCT markings, notices or labels on or in the SOFTWARE PRODUCT;

h. You may NOT modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the SOFTWARE PRODUCT;

i. YOU may NOT distribute modified or unmodified versions of any files contained in the SOFTWARE PRODUCT.

j. You may NOT copy the SOFTWARE PRODUCT (except for back-up or archival purposes);

k. You may NOT resell, rent, lease, transfer, or otherwise transfer rights to the SOFTWARE PRODUCT;

l. Right, title, ownership and interest including the intellectual property rights in and to the SOFTWARE PRODUCT (including any modifications done for you) shall remain in FLOW.

m. If YOU are found in breach of the conditions of this LICENSE AGREEMENT and/or LICENSE, then YOUR ACCOUNT and valid LICENSE will be terminated without refund.

n. This LICENSE AGREEMENT is effective until terminated. YOU may terminate it at any time by destroying the SOFTWARE PRODUCT, together with all copies. Any valid LICENSE is also terminated at the termination of this LICENSE AGREEMENT.

o. YOU agree to use YOUR best endeavors and to take all reasonable steps to safeguard the SOFTWARE PRODUCT to ensure that no unauthorised individual or entity has access to the SOFTWARE PRODUCT and that there is no unauthorised copying or distribution of the SOFTWARE PRODUCT.

p. Upon 45 days written notice, FLOW, a registered Distributor, or other authorized party may audit YOUR use of the SOFTWARE PRODUCT and the LICENSE purchased. YOU agree to cooperate with FLOW’s audit and provide reasonable assistance and access to information for the purposes of auditing your use of the SOFTWARE PRODUCT and LICENSE. The auditor will keep confidential any information provided by YOU for the purpose of this audit. Any such audit shall not unreasonably interfere with YOUR normal business operations. YOU agree to pay within 30 days of written notification any fees applicable to YOUR use of the SOFTWARE PRODUCT in excess of your LICENSE rights at the time of audit. If you do not pay, FLOW can terminate YOUR LICENSE and/or this LICENSE AGREEMENT. You agree that FLOW shall not be liable for any of YOUR costs incurred in cooperating with the audit. FLOW will pay its own costs for conducting the audit except where the audit finds your use of the SOFTWARE PRODUCT is in excess of your LICENSE rights at the time of audit whereby it will recover the costs of the audit from YOU.

q. Software configuration (“CONFIGURATION”) is required to operate the SOFTWARE PRODUCT. CONFIGURATION includes all information stored within the SOFTWARE PRODUCT database or program folders for the purpose of the successful operation of the SOFTWARE PRODUCT whether this is created by YOU or for YOU by another party. Right, title, ownership and interest including the intellectual property rights in and to the CONFIGURATION stored within YOUR SOFTWARE PRODUCT shall remain in FLOW. YOU are assigned a non-exclusive right to use the CONFIGURATION for so long as YOU own a valid LICENSE for the SOFTWARE PRODUCT. YOU retain ownership of all YOUR data contained outside of the SOFTWARE PRODUCT database.

r. The SOFTWARE PRODUCT contains a secure “dial home” procedure which enables FLOW to regulate unlicensed activity of the SOFTWARE PRODUCT. This secure “dial home” procedure will cause the SOFTWARE PRODUCT to contact a server computer hosted at FLOW and will send your LICENSE details including private details to FLOW. FLOW will validate the details against its LICENSE database and may disable the LICENSE if the software is found in breach of this LICENSE AGREEMENT.

s. If you are using the SOFTWARE PRODUCT with MYOB products the secure “dial home” procedure will include your MYOB serial number. It is a requirement of MYOB that your serial number is recorded for all users of the free MYOB ODBC driver.

t. The SOFTWARE PRODUCT may send bug reports over a secure channel to a server computer hosted at FLOW. These bug reports contain information regarding the cause of the error and are used by FLOW solely for the purpose of improving the SOFTWARE PRODUCT.

\4. LITE LICENSE limitations

If you are using the SOFTWARE PRODUCT with a LITE LICENSE you must adhere to the following limitations.

a. You may only have configured a maximum of 2 Connections within the SOFTWARE PRODUCT. A connection is either a Host application or a Trading Partner with which you are interfacing electronic information through the SOFTWARE PRODUCT.

b. You may only have configured a maximum of 20 Actions within the SOFTWARE PRODUCT.

c. You will not have access to the SOFTWARE PRODUCT configuration console. You will have access to the user monitoring consoles.

d. The LITE LICENSE can only be purchased on an annual basis with a minimum one year term.

\5. TECHNICAL SUPPORT

To receive technical support (“SUPPORT”) you must own a valid MONTHLY LICENSE, ANNUAL LICENSE, PERPETUAL LICENSE (where MAINTENANCE is up to date), or LITE LICENSE. SUPPORT for OEM LICENSE is provided under a separately agreed Service Level Agreement (“SLA”).

SUPPORT includes the provision of updates, fixes, security alerts, and critical patches (cumulatively known as “UPDATES”) for the SOFTWARE PRODUCT. SUPPORT does not include the services required to provision the UPDATES on your computer. SUPPORT does not include disbursements incurred to provision the UPDATES on your computer. All services and disbursements are at additional cost.

To receive SUPPORT you must demonstrate that the SOFTWARE PRODUCT is not operating as specified in the LICENSE or SOFTWARE PRODUCT documentation, and that the SOFTWARE PRODUCT is installed unaltered, and with appropriate hardware, database and operating system configurations,

For other support services for example user, functional and configuration support please contact FLOW or a FLOW registered partner. These services are at additional cost.

It may become necessary as a part of FLOW’s product lifecycle to retire certain SOFTWARE PRODUCT releases and, therefore FLOW reserves the right to stop SUPPORT on these releases. Updated retirement information will be provided on the FLOW website.

\6. LIMITED WARRANTY

THIS SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT IS WITH YOU. SHOULD THE SOFTWARE PRODUCT PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. IN NO EVENT SHALL FLOW SOFTWARE OR ANY OTHER PARTY WHO MAY HAVE DISTRIBUTED THE SOFTWARE PRODUCT AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE SOFTWARE PRODUCT TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

\7. General Terms

a. All LICENSE fees, charges, and other costs are quoted excluding GST

b. Limitation of Liability

(i) FLOW will not be liable for indirect or consequential damage or for any loss of business, property, revenue, profit, or data, however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the SOFTWARE PRODUCT, the failure or omission on the part of FLOW to comply with its obligations under this license, even if FLOW had been advised of the possibility of such damages or loss, and whether such claim is made in contract, negligence or under any other legal claim.

(ii) FLOW’s maximum liability for damages arising out of or related to the SOFTWARE PRODUCT / LICENSE or this LICENSE AGREEMENT whether in contract, negligence or under any other legal claim shall be limited at the option of FLOW to any one or more of the following, as may be appropriate:

(1 rectification or replacement of the SOFTWARE PRODUCT;

(2) refund of all money paid by YOU to FLOW in payment for a LICENSE within the 12 months preceding notification of the claim.

(iii) YOUR maximum liability for damages arising out of or related to the SOFTWARE PRODUCT or this LICENSE shall be limited to the unpaid portion of fees payable by YOU to FLOW for the SOFTWARE PRODUCT and associated services.

(iv) Any claim for damages under this LICENSE AGREEMENT must be notified to FLOW within 3 months of the cause of action arising.

c. Confidentiality

YOU shall treat as confidential FLOW’s intellectual and industrial property rights in the SOFTWARE PRODUCT. FLOW shall treat as confidential, information relating to YOU and YOUR business which comes into its possession in the performance of this LICENSE AGREEMENT.

d. Termination

(i) FLOW may terminate this LICENSE AGREEMENT and/or LICENSE immediately without notice if YOU breach any clause of this agreement and fail to remedy within 60 days of notice of such breach being provided to you by FLOW.

(ii) On termination of the LICENSE AGREEMENT and/or LICENSE, YOU shall cease using the SOFTWARE PRODUCT and destroy such copies (and all associated documentation and backups) as may be in YOUR possession.

(iii) Termination of the LICENSE AGREEMENT and/or LICENSE unless due to a fault of FLOW shall not affect YOUR obligation to pay all fees and charges which became payable before such termination and shall not affect any right at law or equity relating to any obligation under this LICENSE AGREEMENT and/or LICENSE and which accrued to FLOW before such termination.

e. Assignment

YOU may not assign or otherwise dispose of the benefit of the LICENSE AGREEMENT and/or LICENSE except for the purpose of a solvent reconstruction or amalgamation. FLOW reserves the right to assign or otherwise transfer its rights in the SOFTWARE PRODUCT, LICENSE AGREEMENT, and/or LICENSE.

f. Indemnity

Flow will indemnify YOU against any claim , costs, damages, expense or finding for infringement or breach of intellectual property by FLOW in relation to the SOFTWARE PRODUCT.

g. Business Purposes

YOU acknowledge that the LICENSE granted to YOU under this LICENCE AGREEMENT is for business

purposes only and shall not be used for any other purposes.