InfoPro for Windows NT 4.0, Windows 2000, Windows XP and Vista

Copyright (c) 2001-2009 ZPAY Payroll Systems, Inc. - All Rights Reserved

NOTICE TO ALL USERS

Carefully read the following legal agreement ("agreement"), which sets forth license terms for InfoPro software. BY INSTALLING InfoPro, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. If someone else uses a copy of InfoPro installed by you, he or she may do so only subject to all conditions, obligations and limits described in this Agreement.

LICENSE GRANT

ZPAY Payroll Systems, Inc. hereby license you for unlimited use of InfoPro on your personal computer(s), such as desktop and laptop, or for multiple users on a single personal computer, but not both, and to make one copy in machine-readable form for backup purposes only. "You" means the company, entity or individual whose funds are used to pay the license fee. "Use" means storing, loading, installing, executing or displaying InfoPro. Within any such copy, you must reproduce the copyright notices and any other proprietary legends that were on the original downloaded copy of InfoPro. No license, right or interest in any trademark, trade name or service mark of ZPAY Payroll Systems, Inc., or any third party is granted under this License. You may not modify InfoPro or disable any licensing or control features of InfoPro except as an intended part of InfoPro's programming features. When you first obtain a copy of InfoPro, you are granted an evaluation period of not more than 30 days. You are expected to use InfoPro on your system and to thoroughly evaluate its usefulness and functionality before making a purchase. After the 30-day evaluation period, you must pay for InfoPro according to the terms and prices discussed in InfoPro's documentation, or you must remove InfoPro from your system. This license is not transferable another organization or individual. Any reproduction or redistribution of InfoPro not in accordance with the License Agreement is prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent allowable by law.

COPYRIGHT AND TITLE

InfoPro is protected by United States copyright laws and international treaty provisions. InfoPro and its suppliers own and retain all right, title and interest in and to InfoPro, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. You acknowledge that your possession, installation, or use of InfoPro does not transfer to you any title to the intellectual property in InfoPro, and that you will not acquire any rights to InfoPro except as expressly set forth in this Agreement. You agree that any copies of InfoPro and Documentation will contain the same proprietary notices that appear on and in InfoPro and Documentation.

DISTRIBUTION

InfoPro is made available for downloading for use by end users according to this License Agreement. The unmodified distribution archive of InfoPro may be offered for evaluation purposes via download from any Internet web site, BBS or any other online or offline media, provided that no charge is made except for the media upon which it is distributed or the bandwidth utilized. Anyone offering the unmodified distribution archive must also take reasonable precaution to insure they are distributing the latest version of the program as available from the zpay.com web site. ZPAY Payroll Systems, Inc. reserves the right to revoke distribution rights from anyone at any time without cause.

RESTRICTIONS

You may not rent, lease, loan or resell InfoPro. You may not permit third parties to benefit from the use or functionality of InfoPro via a timesharing, service bureau or other arrangement. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble InfoPro, except to the extent that the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon, InfoPro in whole or in part. You may not copy InfoPro or Documentation except as expressly permitted above. You may not remove any proprietary notices or labels on InfoPro.

TERMINATION

This License is effective until terminated. You may terminate this License at any time by destroying InfoPro, and all copies thereof. This License will be construed as terminated immediately and without notice from ZPAY Payroll Systems, Inc. if you fail to comply with any provision of this License. If this license is terminated for any reason, you must destroy InfoPro and all copies thereof.

EXPORT CONTROLS

You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all laws of the United States and other applicable laws and regulations.

GOVERNING LAW

This license will be governed by the laws of the state of Florida and United States federal law as they are applied to agreements between United States residents entered into and to be performed entirely within the United States. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

DISCLAIMER OF WARRANTY

THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO EVENT SHALL PAUL MAYER OR ZPAY PAYROLL SYSTEMS, INC.  BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, EVEN IF AUTHOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL ZPAY PAYROLL SYSTEMS, INC., OR THEIR SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF, OR INABILITY TO USE, INFOPRO, EVEN IF ZPAY PAYROLL SYSTEMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ZPAY PAYROLL SYSTEMS, INC's LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

HIGH RISK ACTIVITIES

INFOPRO IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, DIRECT LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF INFOPRO COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH RISK ACTIVITIES"). ZPAY PAYROLL SYSTEMS, INC. EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

SEVERABILITY

In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.

ENTIRE AGREEMENT

This is the entire agreement between you and ZPAY Payroll Systems, Inc., which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.