Financial Institution Switch Kit

SOFTWARE USER LICENSE AGREEMENT

Parsec Data Management, Inc. ("Licensor") offers you use of this software product ("Software") only if you agree to all of the terms in this license agreement by clicking the "I accept" option. If you do not agree to all of the terms below, click the "I do not accept" option and discontinue your use of the Software. Your use of the Software, even if obtained in contravention of this license agreement, indicates your agreement to all of these terms.

1. Definitions. "You" and "your" refer to each entity using the Software, regardless of payment of any license fee to Licensor for the Software, but do not include affiliates, subsidiaries, parents, consultants, or any other third party, absent Licensor’s express written consent. "Software" includes any updates, upgrades, enhancements and modifications you may receive from Licensor via purchased maintenance and support services.
2. License.
   1. Evaluation License. If you have obtained the Software for evaluation purposes and/or have not paid Licensor or its authorized distributor the applicable license fees for the Software, Licensor grants you a nonexclusive, nontransferable, limited, personal, 30-day term license to use the Software, in accordance with its user manual or documentation, if any is provided, solely for the purpose of evaluating the Software for your internal business purposes. You may not use the Software for production purposes.
   2. Internal Use License. Subject to your payment of the applicable license fees to Licensor or its authorized distributor, Licensor grants you a nonexclusive, nontransferable, limited, personal license to use the Software, in accordance with its user manual or documentation, if any is provided, solely for your internal business purposes.
3. Restrictions. You shall not, (i) process the data of any other party or use the Software in a service bureau or timeshare manner, (ii) sell, publish, disclose, display, or otherwise make available the Software or copies thereof to, or permit the use thereof by, others not specifically authorized hereunder, or (iii) transfer in any manner, in whole or in part, rent, lease, or trade-in the Software or any copy thereof. If user documentation is provided, you may make copies of the user manual as necessary, provided that such copy(ies) shall include Licensor's copyright and other proprietary notices. Otherwise, you may not copy or print, in whole or in part, the user manual. All copies thereof remain the exclusive property of Licensor. You shall not, nor permit anyone to, de-compile, disassemble, reverse engineer, or in any manner otherwise attempt to learn the inner workings or derive the source code of the Software. The Software is proprietary to Licensor or its licensor, and title to it remains in Licensor or its licensor. The Software is protected by copyright law and international copyright treaty, and may be the subject of United States patents and patents of other jurisdictions. All applicable intellectual property rights, including copyrights, trade secrets, patents, and trademarks in the Software and user manual, or any modifications or enhancements thereto, shall remain with Licensor.
4. Confidentiality. The Software and its user manual contain confidential information of Licensor. You agree to use at least a reasonable degree of care to prevent disclosure of such information to third parties, absent Licensor’s express written consent to such disclosure.
5. Termination. This license will terminate automatically, without notice from Licensor, immediately (i) upon the breach of any terms of this license, or (ii) in the event you file for bankruptcy protection, are declared bankrupt in any jurisdiction, or have a receiver appointed, and such filing, declaration, or appointment is not rescinded within ninety (90) days.
6. Maintenance. Maintenance and support for the Software are not provided under this license but may be purchased separately from Licensor subject to Licensor’s thenexisting standard maintenance terms and services offered.
7. Disclaimer of Warranty. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULRA PURPOSE, TO THE EXTENT PERMITTED BY LAW.
8. Liability. To the extent permitted by law, Licensor shall have no liability under this license for consequential, exemplary, incidental, or punitive damages (including, but not limited to, damages for loss of business profits, business interruption, loss of business information, or other data, or any other pecuniary loss), even if advised of the possibility of such damages, and Licensor’s liability, including liability arising out of contract, negligence, and strict liability in tort or warranty, shall not exceed the lesser of the amount you paid for the Software or US$100.00. THIS LIMITATION SHALL BE ENFORCED EVEN IF DOING SO CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.
9. Miscellaneous.
   1. Governing Law. This license and performance hereunder shall be governed by the laws of the State of Montana, and the sole jurisdiction for any legal proceedings under this license shall be in Billings, Montana.
   2. Export Compliance. At your own expense, you will comply with all U.S. export/import law and regulations with respect to the Software and shall not export/import the Software in violation thereof. You are liable for any taxes, fees, or assessments arising out of your use of the Software.
   3. Government Acquisition. If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227,7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in Software and documentation, including its rights to use, modify, reproduce, release, perform, display, or disclose the Software or documentation, will be subject in all respects to the commercial license rights and restrictions provided in this license.
   4. Severance. If any provision of this license is deemed invalid, illegal, or unenforceable under any applicable statute or rule of law, it is deemed modified to the degree necessary to comply with applicable law, and the remaining provisions shall remain in force and unaffected.
   5. Injunction. You agree that your breach of any provision of this license will cause Licensor irreparable injury that is inadequately compensable in monetary damages and, accordingly, that Licensor shall be entitled to injunctive relief in any court of competent jurisdiction against the breach or threatened breach of this license, in addition to any other remedies in law or equity.
   6. Waiver. The waiver or failure of Licensor to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder and no waiver shall be effective unless in writing.
   7. Assignment. You agree that this license is nontransferable, even as part of the sale of any portion of your business, or pursuant to any merger, consolidation, or reorganization, without Licensor's prior written consent, but that Licensor may assign freely any of its rights or obligations under this license.
   8. Entire Agreement. This license constitutes the entire agreement and understanding between you and Licensor, supersedes any prior agreement or understanding whether oral or written, relating to the subject matter hereof, and may be modified only by a written agreement signed by both parties. IF YOU HAVE A WRITTEN MASTER AGREEMENT WITH LICENSOR GOVERNING THE LICENSE AND USE OF SOFTWARE, SUCH MASTER AGREEMENT WILL CONTROL AND PREVAIL OVER THE TERMS OF THIS LICENSE.