CFO Genie Software Maintenance Agreement

The CFO Genie Software Maintenance Agreement provides one year of free software updates/upgrades and unlimited telephone support.

Agreement Features
· Length of contract: 12 months
· Period of coverage: Monday – Friday, 8 a.m. – 5 p.m., excluding holidays
· Unlimited telephone support
· Unlimited e-mail support
· Telephone or e-mail response within 24 business hours
· Error correction  -  –If any errors in the software should occur, CEO One Stop will use reasonable commercial efforts to correct, repair, or replace the software.
· All covered CEO One Stop software updates and upgrades, as released

CEO One Stop, LLC Software Maintenance Terms and Conditions

1. General. This agreement (the “Software Maintenance Agreement”) constitutes an offer by CEO One Stop, LLC (“CEO”) to provide to the customer (“Customer”) certain services described herein relating to the CFO Genie “SOFTWARE”. The Software Maintenance Agreement shall be effective as of the date Customer first receives the SOFTWARE (the “Effective Date”). If these terms are considered an offer by CEO, Customer’s acceptance is expressly limited to these terms. Any additional or different terms or conditions proposed by Customer shall not become part of this Agreement. To the extent that a purchase order or other form is used by Customer for accounting convenience, CEO objects to any proposed changes. Subject to the terms hereof, CEO will provide Support Services to Customer for the number of copies of SOFTWARE for which Support Services are indicated on the Purchase documents.

2. Support Services. Support Services consist of (a) Error Correction and Telephone and/or email Support provided to the Technical Support Contact concerning the installation and use of the then current release of SOFTWARE and the Previous Sequential Release thereof and (b) Product Updates/Upgrades that CEO in its sole discretion makes generally available. Notwithstanding the foregoing, nothing herein shall be construed as a guarantee that CEO will release Product Updates/Upgrades during the term, or any renewal term, of this Software Maintenance Agreement. A “Product Upgrade” is a new software product that contains enhancements to the SOFTWARE. CEO shall advise Customer of recent Product Upgrades. “Upgrades” are covered by the Annual Maintenance Fee. All Product Updates and Upgrades provided to Customer hereunder shall be governed by the terms of the applicable license agreement(s) (including without limitation the Software License Agreement and/or End-User License Agreement) relating to the SOFTWARE (collectively, the “License Agreement”). Customer shall pay CEO, at CEO’ then-current standard consulting rates plus related expenses incurred therewith, for all additional services requested by the Customer and rendered by CEO hereunder, including without limitation re-installation of any SOFTWARE as a result of hardware or software upgrades.

3. Term and Termination. Support Services shall be provided for one (1) year from the Effective Date. For each year that Customer pays the Annual Maintenance Fee on or before the anniversary Date, Support Services shall be extended for one (1) year from such Effective Date, unless terminated by either party as provided herein or unless the License in the License Agreement terminates, in which case Support Services will terminate concurrently with termination of the License. CEO may suspend or cancel Support Services if Customer breaches either the License Agreement or Section 4 below or any other material provision of the Software Maintenance Agreement and such breach is not remedied within thirty (30) days (or thirty (30) days in the case of nonpayment) after Customer receives notice of the breach. Sections 4, 5 (only the last two paragraphs ), 6, 7, and 9 shall survive termination of this Agreement.

4. Fees and Payment. Customer shall pay CEO the Annual Maintenance Fee for the initial term, and each renewal term, of the Software Maintenance Agreement. Annual Maintenance Fees will be billed on an annual basis automatically to the Customer credit card originally used. CEO reserves the right to change the Maintenance Fee from time to time upon 60 days written notice, which change
shall become effective upon the next Renewal Term. An email will be sent to Customer prior to expiration date which will allow Customer to “Opt-out” of annual renewal. If Customer elects to obtain Support Services, Support Services must be purchased to cover all copies of the applicable SOFTWARE. If Customer fails to purchase/renew maintenance for the Software, or if such maintenance is terminated pursuant to the terms of this Agreement, Customer may continue to use such Software pursuant to the License Agreement but will not be entitled to receive maintenance services for such Software. To reinstate such services,
Customer must pay all maintenance fees on a cumulative basis for periods during which Customer did not purchase coverage. Customer shall be responsible for all taxes associated with Support Services other than U.S. taxes based on CEO' net income. If Customer elects to “Opt-out” of the renewal of services, Support Services will be Terminated.

5. Error Correction . CEO will exercise commercially reasonable efforts to correct any Error reported by Customer in the then-current, unmodified release of SOFTWARE in accordance with the priority level reasonably assigned to such Error by CEO.

(a) Priority A Errors. CEO shall promptly commence the following procedures:
(i) assign CEO engineers to correct the Error;
(ii) notify CEO management that such Errors have been reported and of steps
being taken to correct such Error(s);
(iii) provide Customer with periodic reports on the status of the corrections; and
(iv) initiate work to provide Customer with a Workaround or Fix.
(b) Priority B Errors. CEO shall exercise commercially reasonable efforts to include
the Fix for the Error in the next regular SOFTWARE maintenance release.
(c) Priority C Errors. CEO may include the Fix for the Error in a subsequent major
release of the SOFTWARE.

If CEO believes that a problem reported by Customer may not be due to an Error in the SOFTWARE, CEO will so notify Customer. At that time, Customer may (1) instruct CEO to proceed with problem determination at its possible expense as set forth below, or (2) instruct CEO that Customer does not wish the problem pursued at its possible expense. If Customer requests that CEO proceed with problem determination at its possible expense and the error was not due to an Error in the SOFTWARE, Customer shall pay CEO, at CEO’ then-current and standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith. If Customer instructs CEO that it does not wish the problem pursued at its possible expense or if such determination requires effort by CEO in excess of Customer’s instructions, CEO may, at its sole discretion, elect not to investigate the problem with no liability therefore. Customer shall not be liable for (i) problem determination or repair to the extent problems are due to Errors in the SOFTWARE, (ii) work performed under this paragraph in excess of its instructions or (iii) work performed after Customer has notified CEO that it no longer wishes work on the problem determination to be continued at its possible expense (such notice shall be deemed given when actually received by CEO).

6. Exclusions. Under this Agreement CEO shall have no obligation to support:
(a) Any Computer related hardware.
(b) Any On-Site support.
(c) SOFTWARE that is altered, damaged or modified, except by CEO, or any portion
of the SOFTWARE incorporated with or into other software.
(d) SOFTWARE that is not the then-current release or immediately Previous Sequential Release;
(e) SOFTWARE problems caused by Customer’s use of SOFTWARE other than as specified in
the CEO’ user manual or Documentation.
(f) SOFTWARE installed on any computer hardware that is not supported by CEO or any computer or workstation not strictly complying with specifications listed in Documentation; or Software for which a license under the License Agreement has not been obtained or applicable fees pursuant to such License Agreement have not been paid for any copy of Software. CEO shall have no liability for any changes in Customer’s hardware which may be necessary to use SOFTWARE due to a Workaround or maintenance release.

7. Limitation of Liability.    CEO’ LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER RELATING TO CEO’ AGREEMENT TO PROVIDE SUPPORT SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE SUPPORT SERVICES FOR THE APPLICABLE YEAR. CEO’ LIABILITY SHALL BE FURTHER LIMITED AS PROVIDED IN THE LICENSE AGREEMENT. CEO AND ITS THIRD PARTY SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF CEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CEO AND ITS THIRD PARTY SUPPLIERS’ LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT FOR THE MAINTENANCE SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. The foregoing limitations will apply even if the above stated warranty fails of its essential purposes.

7a.  WARRANTY DISCLAIMER. THE MAINTENANCE SERVICES ARE PROVIDED ON AN "AS IS” BASIS WITHOUT ANY WARRANTIES (EXPRESS OR IMPLIED) WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTIABILITY, QUALITY, PERFORMANCE OR FITNESS FOR ANY PARTICULAR PURPOSE.

8. GENERAL
If any provision of this agreement is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement shall continue in full force and effect. You may not assign this agreement or any of your rights or duties under this agreement without the prior written consent of CEO, and any such purported assignment shall be null and void. Subject to the foregoing, this agreement shall be binding upon and shall inure to the benefit of each party, its successors, administrators, heirs, and assigns. This agreement is governed by the laws of the State of Nevada, USA, without reference to its conflict of law principles and without regard to the U.N. Convention on Contracts for the International Sale of Goods. The parties hereby consent to the jurisdiction of the courts located in Clark County, Nevada, U.S.A. in any action arising out of or relating to this agreement, and agree that any action arising out of or relating to this agreement shall be maintained in the same jurisdiction. In the event of a dispute arising out of or in connection with this agreement, the party prevailing in such dispute shall be entitled to recover its reasonable expenses, costs and attorneys’ fees, in addition to all other appropriate relief. This agreement,
together with any Orders or other documents referencing this agreement, constitutes the complete and exclusive understanding and agreement of CEO’s and Client relating to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements and communications with respect to the subject matter hereof, including but not limited to the terms set forth in any standard customer purchase order.

9. Definitions.
(a) “Annual Maintenance Fee” shall be as set forth on the CEO1Stop.com website.
(b) “Documentation” shall mean the manual(s), if any, relating to the use of the SOFTWARE delivered
by CEO to Customer.
(c) “Error” means an error/bug in the SOFTWARE which significantly degrades the SOFTWARE
performance or customer’s use of the SOFTWARE.
(d) “Error Correction” means the use of reasonable commercial efforts to correct errors.
(e) “Fix” means the repair or replacement of object or executable code versions of SOFTWARE
to remedy an Error.
(f) “Previous Sequential Release” means at any time the version or release of SOFTWARE which
has been replaced by the then-current version or release of such SOFTWARE. Notwithstanding
anything to the contrary herein, a Previous Sequential Release will be supported by CEO
only for a period of six (6) months after release of the then-current version or release.
(g) “Priority A Error” means an Error which renders SOFTWARE inoperative or causes the
SOFTWARE to fail catastrophically.
(h) “Priority B Error” means an Error which does not substantially degrade the performance of
SOFTWARE or materially restricts Customer’s use of the SOFTWARE.
(i) “Priority C Error” means an Error which causes only a minor impact on the performance of
SOFTWARE or Customer’s use of SOFTWARE.
(j) “Support Services” or “Maintenance” means CEO’ support services as described in Section 2.
(k) “Telephone Support” means technical assistance provided by CEO to the Technical Support Contact during normal business hours concerning the installation and use of the then-current release of SOFTWARE and the Previous Sequential Release.
(l) “Workaround” means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing Customer’s use of SOFTWARE.

10. Miscellaneous. THESE TERMS AND CONDITIONS CONSTITUTE A SERVICE
AGREEMENT AND NOT A PRODUCT WARRANTY. THE SOFTWARE AND ALL
MATERIALS RELATED TO THE SOFTWARE ARE SUBJECT EXCLUSIVELY TO THE
WARRANTIES SET FORTH IN THE LICENSE AGREEMENT. THIS SOFTWARE
MAINTENANCE AGREEMENT SHALL NOT CHANGE OR SUPERSEDE ANY TERM
OF THE LICENSE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY
CONTRARY THERETO.