PERFECT SOFTWARE
LIMITED USE SOFTWARE LICENSE
LIMITED WARRANTY

All of us at Perfect Software thank you for your selection of THE PERFECT SOFTWARE ACCOUNTING SUITE for use on your computer.  This document contains the details of the limited use software license you have purchased, our limited warranty terms and the means by which you will receive updates or further revisions of our software.  It is understood that by breaking or removing the shrink-wrap from around the Master diskette, you are accepting the terms of this License Agreement.

          SINGLE AND MULTI-COMPANY LIMITED USE LICENSE AGREEMENT

      1.  LICENSE.  Perfect Software grants to you and you accept a license to use THE PERFECT SOFTWARE ACCOUNTING SUITE programs and our manual delivered herewith, on your computer.  You agree that you will not transfer assign, lease, or sub-license your rights under this agreement.  You also

agree not to alter any of the programs within THE PERFECT SOFTWARE ACCOUNTING SUITE in any way.  If you wish to use any of the programs within THE PERFECT SOFTWARE ACCOUNTING SUITE on more than one computer, you must request an additional site license from Perfect Software.

      2.  RIGHTS OF PERFECT SOFTWARE RESERVED.  Perfect Software reserves the right to license THE PERFECT SOFTWARE ACCOUNTING SUITE to other persons or firms.

      3.  TERM.  This agreement is effective at the time you opened the sealed disk package and terminates at such time as you return the disk and all the materials and Perfect Software agrees to such termination.

      4.  OWNERSHIP OF MATERIAL.  You acknowledge that the materials are the sole and exclusive property of Perfect Software.  This license does not transfer ownership of the materials, but you, and you alone, are granted the right to use the materials outlined in this Agreement.  You must reproduce and include the Perfect Software copyright notice on any copy or portion merged into another program.

      5.  PROTECTION OF MATERIALS.  You agree not to copy the materials in whole or part, except as necessary for back-up or archive purposes.  You further agree to use your best efforts to take all reasonable steps to protect THE PERFECT SOFTWARE ACCOUNTING SUITE from unauthorized reproduction, publication, disclosure or distribution.  If you transfer possession of any copy, modification or merged portion of the program to another party, your software license is automatically revoked.

      6.  LIMITED WARRANTY.  If you discover a physical defect in the media on which Perfect Software products are distributed, Perfect Software will replace the media at no charge to you, provided you return the item to be replaced with proof of purchase and the Limited Use Acknowledgement/ Registration Form to Perfect Software during the 90-day period after you took delivery of the Perfect Software product.  Perfect Software will accept no responsibility for disks or materials which have been misused, abused, or damaged by disaster or accident, or modified by persons other than Perfect Software employees.

EXCEPT FOR THE WARRANTY DESCRIBED IN PARAGRAPH 6, THERE ARE NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND LIMITS YOUR REMEDY TO RETURN OF THE SOFTWARE AND DOCUMENTATION TO PERFECT SOFTWARE FOR REPLACEMENT.

ALTHOUGH PERFECT SOFTWARE HAS TESTED THE SOFTWARE AND REVIEWED THE DOCUMENTATION, PERFECT SOFTWARE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR DOCUMENTATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  AS A RESULT, THIS SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS" AND YOU, THE LICENSEE, ARE ASSUMING THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE. 

     7.  LIABILITY.  If this product is not in good working order as warranted, your sole remedy shall be replacement as provided above.  You agree that regardless of the form of any claim, Perfect Software's liability for any damages to you or to any other party shall not exceed the license fee paid for the materials.

IN NO EVENT WILL PERFECT SOFTWARE BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN PARTICULAR, PERFECT SOFTWARE SHALL HAVE NO LIABILITY FOR PROGRAMS THAT HAVE BEEN MODIFIED BY OTHER THAN PERFECT SOFTWARE EMPLOYEES.  THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED.

Note:  Some states do not allow the exclusion of implied warranties or liability for incidental or consequential damages, so the above exclusions or limitations may not apply to you.  This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. Any action relating to the products included herein shall be instituted and prosecuted and under the jurisdiction and venue of the courts of Pasadena, California.

      8.  UPDATES.  Updates are periodically made to this licensed product.  We will notify you of any subsequent updates and the price for which they may be obtained.  All updates which are provided to you shall become part of the Materials governed by the terms of this License Agreement.

      9.  GOVERNING LAW.  This License Agreement is to be governed by and interpreted in accordance with the laws of the State of California.  If any provision of this License Agreement in any way contravenes the Laws of the State or jurisdiction in which this License Agreement shall be declared by final adjudication to be illegal or contrary to public policy, it shall not affect the validity of any other term or provision of this License Agreement.

      10.  WHOLE AGREEMENT.  This License Agreement constitutes the entire software License Agreement between you and Perfect Software.

                                                PERFECT SOFTWARE