License Agreement for Palladium Accounting by Palladium Business Solutions (Pty) Ltd.

IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS:

This Software License Agreement for Palladium Accounting by Palladium Business Solutions (Pty) Ltd. (this
"Agreement") is a legal agreement between you or the company that you are authorized to represent ("You") and
Palladium Business Solutions (Pty) Ltd. This Agreement governs your use of the accompanying Palladium Accounting
computer software programs and all documentation (printed and electronic manuals, guides, bulletins and online
help) and any modifications, updates, revisions or enhancements received by You from Palladium Business Solutions
(Pty) Ltd. or its Business Partners. You acknowledge and accept the terms and conditions of this Agreement by
installing this computer software.

IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY CANCEL THE INSTALLATION PROCESS AND
RETURN THE PACKAGE AND ITS CONTENTS TO PALLADIUM BUSINESS SOLUTIONS (PTY) LTD. IN ACCORDANCE
WITH THE PALLADIUM BUSINESS SOLUTIONS (PTY) LTD.’ RETURNS POLICY.
Product Registration and Activation of your license is required in order to utilise the Program with Palladium Business
Solutions (Pty) Ltd. Non registered Systems can still operate for two hundred and fifty (250) entries before you are
required to register and activate your product, else the Program will stop functioning until You register and activate
your product. Palladium Business Solutions (Pty) Ltd. reserves the right to require reactivation of the product via the
telephone or internet from time to time to further verify that the software is being used in accordance with license
agreements and the number of copies of the software being used does not exceed the purchased license count.

1. GRANT OF LICENSE.
Subject to your compliance with all terms of this Agreement, Palladium Business Solutions (Pty) Ltd. hereby grants to
You a limited, non-transferable, non-exclusive license to use the Program under the terms stated in this Agreement
for use in your business or profession. The grant of rights hereunder to the Program is not a sale of the Program or
any portion thereof and does not convey any rights of ownership in the Program. Palladium Business Solutions (Pty)
Ltd reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and
ownership of the Program and all associated intellectual property rights are and shall remain with Palladium Business
Solutions (Pty) Ltd.

2. LICENSE RESTRICTIONS.
You agree to the following restrictions:
(a) You may not make copies, translations or modifications of or to the Program or any portion thereof.
(b) You may not install more than one (1) Program on any Client Device (as defined below).
(c) If You have licensed a single-user version of the Program, the Program shall be used and accessed solely in
accordance with a single-user arrangement, which means that the Program and any data stored on a local area
network is accessed by one user at a time on a total of one computer or workstation, or personal digital assistant,
pager, "smart phone" or one such other electronic device (a "Client Device"), which You own or use in your business
or profession and for which the Program is designed to operate. The component parts of the Program may not be
used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein.
(d) If You have licensed a multi-user version of the Program, the Program shall be used and accessed solely in
accordance with a multi-user arrangement, which means that the Program and any data stored on a local area
network may be accessed by multiple licensed users concurrently. If You have licensed a Multi-user License Pack (the
right to install the Program on more than one Client Device and the right to access the same data concurrently from
more than one Client Device, up to a pre-defined limit), You may install the Program on separate Client Devices up to
the number of licenses that You have purchased, but not more than the pre-defined limit and You may access the
same data concurrently up to that same number of licenses or predefined limit. You also have the right to use the
multi-user version of the Program on a local area network provided the number of Client Devices permitted to access
the Program concurrently corresponds to the number of licenses You have purchased up to a pre-defined limit.
Use of software, hardware or services that bypass any Program license restrictions and/or reduce the
number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Program
(e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of
licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing
or pooling software or hardware "front end"). If the number of Client Devices, concurrent users and/or seats that can
potentially connect to the Program exceeds or has the potential to exceed the number of licenses You acquired, then
You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Program
does not exceed the use limits specified for the license You have obtained.
Multi-user license purchases and discounts: A multi-user license is purchased and sold to a single legal
entity. The sharing of users between legal entities is expressly forbidden. You may use your multi-user license at
multiple sites (company locations) as long as each location is wholly owned by the same legal entity. By definition of
legal entity, it is inferred that the same company & registration number owns both sites, or the same registered owner
(in the case of a sole proprietor) owns both sites. Palladium Business Solutions (Pty) Ltd reserves the right to
immediately cancel any licenses obtained under this agreement where it is found that a “buy in bulk and share”
infringement has occurred or any infraction of this paragraph has occurred. No refunds will be given where it is found
that a license sharing violation has occurred.
VPN Access: While the software does allow for VPN access and therefore allows different license holders to
connect to other licensed sites, the license for said software is based on the site from which the VPN connection is
initiated. No rights to VPN access using the software is granted unless the initiating computer is properly licensed for
the site in which the connection is initiated, regardless of where the connection terminates (or ends). For this
paragraph, the definition of “site” is the company physical location where the computer normally resides or the
location where the company that owns the computer is registered to do business at.
Wide Area Networks (WAN): You may not use the software in a wide area network configuration unless all
termination points of the WAN are wholly owned locations as stipulated under the VPN agreement.
(e) If the Program You have licensed is a Not for Resale version (an "NFR Version"), your license is for your
individual use and for demonstration, marketing, promotional, end user support, training and/or development
purposes, each to the extent permitted, and/or required under the applicable Palladium Business Partner (or Reseller),
Authorized Consultant or other applicable agreements between You and Palladium Business Solutions (Pty) Ltd. (the
"Other Palladium Agreements"). Use of the NFR Version is limited to not more than the number of licenses You have
acquired.
(f) If the Program You have licensed is an evaluation version (an "Evaluation Version"), your license is solely for
your personal (individual) use for evaluation purposes. The Evaluation Version may be used up to two hundred and
fifty (250) transactions, or journal entries. After the evaluation period has expired you will be required to register the
software and purchase a license in the case of the Palladium Enterprise and Business Editions.
(g) If the Program You have licensed is a free version (Individual Edition), you may use the software
unencumbered and without payment. You must agree to all the terms of the single user license as stipulated in this
agreement. You may freely distribute the software as long as no modifications have been made to the software and it
remains wholly intact and in the same condition as you received it and as we published it.
(h) If the Program You have licensed is covered under a lease agreement (a “Leased Version”), your license
remains valid as long as the appropriate lease payments are made. The lease agreement constitutes delivery of
Palladium Accounting on a “SAAS” (software as a service) option and at no time shall You be entitled to any perpetual
license. The software can be used up to your license limit (number of activations) based on the number of licenses
that are included in your lease agreement. If You fail to make any lease payments, the software can be withheld,
disabled, or lease agreement revoked at any time, at the sole discretion of Palladium Business Solutions (Pty) Ltd. You
agree to immediately return all copies of the software upon termination of the lease agreement (by either party for
any reason). You agree to pay any associated fees including (debit order dishonoured, late payment, reinstatement
fee, etc.) immediately upon presentation of invoice from Palladium Business Solutions (Pty) Ltd. Other portions of this
license that cover “single use” or “multi-user” apply as to how your single or multi-user lease will operate and the
number of computers it can operate on.
(i) ACTIVATIONS - The product includes technology to prevent copying and other infringements of this license
agreement. You agree to permit the software to connect to the Palladium Software website from time to time and
check it’s license status. Palladium Business Solutions (Pty) Ltd will not be held responsible for any failure to activate
the product including the customer’s inability to do so. Palladium Business Solutions (Pty) Ltd reserves the right to
limit such activations to the total number of licenses purchased. Palladium Business Solutions (Pty) Ltd is under no
obligation to release any activation or transfer any activation to another computer. Should Palladium Business
Solutions (Pty) Ltd perform such releases (at its sole choice), this act of releasing does not preclude or limit Palladium
Business Solutions (Pty) Ltd’s rights to not do so in the future.
3. LIMITED WARRANTY.
(a) The following limited warranty applies to You only if You are the original licensee of the Program.
Palladium Business Solutions (Pty) Ltd. warrants that the Program substantially conforms to the specifications
contained in the User Guide that was included in the original packaging or is found in the Help menu of, your
Palladium Accounting software (the "Documentation") for a period of thirty (30) days from your purchase, as
evidenced by your receipt (the "Limited Warranty Period"), provided that the Program is used on the Client Device for
which it was designed. Palladium Business Solutions (Pty) Ltd. further warrants that the media on which the Program
is furnished will be free from defects in material or workmanship for the Limited Warranty Period. Receipt of revisions
or upgrades to the Program shall not restart or otherwise affect the warranty period for previously delivered copies.
Palladium Business Solutions (Pty) Ltd. does not, in any way, represent or warrant that your use of the Program will be
uninterrupted or error free.
(b) Provided You notify Palladium Business Solutions (Pty) Ltd. in writing during the Limited Warranty Period of
a substantial non-conformity between the Documentation and the Program, and if Palladium Business Solutions (Pty)
Ltd. is able to replicate and verify that such substantial non-conformity exists, Palladium Business Solutions (Pty) Ltd.
shall replace or correct the Program, at Palladium Business Solutions (Pty) Ltd.’ sole option, so that the Program
substantially conforms to the specifications or replace the defective media, as the case may be, or You may return all
copies of the Program and Palladium Business Solutions (Pty) Ltd. shall remit to You the license fee You paid, up to
the amount of Palladium Business Solutions (Pty) Ltd.’ suggested list price for the Program. This Section 3(b) states
your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder.
(c) No employee, agent or representative of Palladium Business Solutions (Pty) Ltd., nor any reseller (including
the person or company who sold You the Program) or any other third party, is authorized to make any warranty with
respect to the Program, except those expressly stated in Sections 3(a) and 3(b) of this Agreement, and You may not
rely on any such unauthorized warranty.
(d) Not withstanding any rights stipulated above, the Individual Edition (“Free Edition”) is provided without
warranty of any kind.

4. DISCLAIMER OF WARRANTIES.
(a) The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED
IN SECTIONS 3(a) AND 3(b) AND 3(d) OF THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN "AS IS" BASIS AND
PALLADIUM BUSINESS SOLUTIONS (PTY) LTD. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROGRAM AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT. PALLADIUM
BUSINESS SOLUTIONS (PTY) LTD. DOES NOT WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, VIRUSES,
IMPERFECTIONS, ERRORS, OR OMISSIONS. PALLADIUM BUSINESS SOLUTIONS (PTY) LTD. SPECIFICALLY DISCLAIMS
AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (I) OF MERCHANTABILITY; (II)
FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IF YOU ARE ACTING AS A CONSUMER, SOME STATES
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU.
(b) PALLADIUM BUSINESS SOLUTIONS (PTY) LTD. SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES
CAUSED BY THE OPERATION OF THE PROGRAM ON OTHER THAN THE COMPUTER AND OPERATING SYSTEM
IDENTIFIED IN THE DOCUMENTATION, ACTS OF ABUSE OR MISUSE BY YOU OR MODIFICATIONS OR
UNAUTHORIZED REPAIRS. PALLADIUM BUSINESS SOLUTIONS (PTY) LTD. SHALL NOT BE LIABLE FOR ANY LOSS OR
DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE PROGRAM OR
ANY OTHER ITEMS OR SERVICES PROVIDED BY PALLADIUM BUSINESS SOLUTIONS (PTY) LTD.
(c) You acknowledge that any data entry, conversion or storage is subject to the likelihood of human and
machine errors, malicious manipulation, omissions, delays, and losses, including, but not limited to, inadvertent loss of
data or damage to media that may result in loss or damage to You and/or Your property, and/or Your detrimental
reliance on maliciously manipulated data. Palladium Business Solutions (Pty) Ltd. shall not be liable for any such
errors, omissions, delays, or losses. You are responsible for adopting reasonable measures to limit the impact of such
problems, including backing up data, adopting procedures to ensure the accuracy of input data, examining and
confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or
damaged media, and reconstructing data. If You licensed an Evaluation VERSION, You acknowledge and understand
that: (iv) the Evaluation VERSION may be used for evaluation purposes only; (ix) the Evaluation VERSION shall be
operable only for 250 journal entries; and (x) upon expiration of the Evaluation Period, any data or other information
used with, processed by and/or stored in conjunction with the Evaluation VERSION will be ACCESSIBLE IF YOU
UPGRADE TO THE FULL RETAIL PRODUCT.
(d) You acknowledge that should you subscribe to any hosting services offered by Palladium Business Solutions
(Pty) Ltd. That these services are hosted at a 3rd party ISP (Internet Services Provider), and as a result Palladium
Business Solutions (Pty) Ltd. Cannot offer any warranties or guarantees in terms of data connection speeds or level of
service in terms of server availability and Uptimes of any sort.
(e) Any Palladium Business Solutions (Pty) Ltd. ADVISOR OR AUTHORIZED CONSULTANT OR ANY reseller,
installer or consultant is not affiliated with Palladium Business Solutions (Pty) Ltd. in any capacity other than as a
reseller, installer or consultant of Palladium Business Solutions (Pty) Ltd.’ products and has no authority to bind
Palladium Business Solutions (Pty) Ltd. or modify any license or warranty. Palladium Business Solutions (Pty) Ltd.
makes no representations, warranty, endorsement or guarantee with respect to the skills or qualifications of any
Palladium Business Solutions (Pty) Ltd. ADVISOR OR AUTHORIZED Consultant OR ANY reseller, installer or consultant
and You are encouraged to independently investigate their skills and qualifications.

5. EXPORT RESTRICTIONS.
You shall abide by all foreign and United States federal, state and local laws, ordinances, rules and regulations
applicable to the transactions contemplated hereunder. You agree to comply to the extent applicable with the United
States Export Administration regulations, the International Traffic in Arms regulations and any regulations or licenses
administered by the Department of the Treasury's Office of Foreign Assets Control.

6. SUPPORT.
Palladium Business Solutions (Pty) Ltd. disclaims any responsibility to provide any customer support except as may be
agreed under a separate agreement to render support services. Upon registration of the Program You will receive
thirty (30) days of free customer support, provided that the Program is registered within thirty (30) days of your
payment of the license fee, as evidenced by your receipt. All other support requires purchase of a support option, as
outlined in any special offers that Palladium Business Solutions (Pty) Ltd. may from time to time send you. Palladium
Business Solutions (Pty) Ltd. does not provide free customer support for the Evaluation Version, NFR Version, Student
Version, or versions for Educational Purposes. Palladium Business Solutions (Pty) Ltd. does not provide any support
options (paid or otherwise) on the free Individual Edition.

7. TERMINATION OF SUPPORT AND OTHER SERVICES.

(a) Software has a limited useful life for various reasons including changes in technology. You are free to
decide and responsible for deciding when to upgrade the Program. Palladium Business Solutions (Pty) Ltd. reserves
the right to terminate Customer Support and all other services applicable to the Program in the event that the
Program has become inoperable or incompatible with current operating systems, hardware, add-on products, product
updates and services or other technologies. To obtain up-to-date information regarding which products, releases and
related services are currently supported, contact a customer service representative. If you are not operating a
supported release or service, it may be necessary to license an upgrade or replacement product or service in order to
continue to receive Customer Support and/or other updates. Any updates licensed by you are considered part of the
Program and subject to the terms and conditions of this Agreement, except to the extent a separate license
agreement is provided in connection with such update. Any replacement products or upgrades will be governed by a
separate agreement.
(b) Palladium Business Solutions (Pty) Ltd reserves the right to suspend support or services to, without notice,
should You fail to pay such outstanding amounts as due to Palladium for any products or services supplied by
Palladium,

8. OWNERSHIP RIGHTS.
(a) The Program is protected by South African patent, copyright laws and other intellectual property laws, and
international treaty provisions. Palladium Business Solutions (Pty) Ltd. and its third party licensors, if any, retain all
title to and, except as expressly and unambiguously licensed herein, all rights and interest in: (i) the Program,
including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by
whomever produced) and all related Documentation; (ii) the Palladium trademarks, service marks, trade names, icons
and logos; and (iii) any and all copyright rights, patent rights, trade secret rights and other intellectual property and
proprietary rights throughout the world in the foregoing. You acknowledge that your possession, installation, or use
of the Program does not transfer to you any ownership, title, or register able interest of any kind to the intellectual
property in the Program, and that you will not acquire any rights to the Program except as expressly set forth in this
Agreement. You agree that all backup, archival, or any other type of copies of the Program will contain the same
proprietary notices that appear on and in the Program.
(b) Should You decide to submit any materials to Palladium Business Solutions (Pty) Ltd. via electronic mail,
through or to Palladium Web site(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts,
techniques, survey responses, suggestions or the like, You agree that such submissions are unrestricted and shall be
deemed non-confidential upon submission. You grant to Palladium Business Solutions (Pty) Ltd. and its assigns a
non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy,
transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

9. RECOMMENDED ENVIRONMENT.
This Program has been designed to work optimally in the environment documented within the Documentation. Any
defects, inconsistencies or issues arising out of operating outside the parameters set forth therein may not be
supported by Palladium Business Solutions (Pty) Ltd. and may require you to pay additional maintenance/upgrade
costs to Palladium Business Solutions (Pty) Ltd. to rectify.

10. HIGH RISK ACTIVITIES.

The Program 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 the Program could lead directly to death, personal injury, or severe physical or property damage
(collectively, "High Risk Activities"). Palladium Business Solutions (Pty) Ltd. expressly disclaims any express or implied
warranty of fitness for High Risk Activities.

11. LIMITATION OF LIABILITY.

BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO
VERIFY THE WORK PRODUCED BY THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, PALLADIUM
BUSINESS SOLUTIONS (PTY) LTD.' LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER,
WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF
THE AMOUNT OF LICENSE AND SUPPORT FEES PAID BY YOU TO PALLADIUM BUSINESS SOLUTIONS (PTY) LTD., OR
THE PALLADIUM BUSINESS SOLUTIONS (PTY) LTD.' SUGGESTED LIST PRICE FOR USE OF THE PROGRAM. TO THE
FULLEST EXTENT PERMITTED BY LAW, PALLADIUM BUSINESS SOLUTIONS (PTY) LTD. SHALL NOT BE LIABLE FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME,
LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER BUSINESS INFORMATION, LOSS OF ANTICIPATED PROFITS,
REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, FOR
BUSINESS INTERRUPTION, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION EVEN IF PALLADIUM
BUSINESS SOLUTIONS (PTY) LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Palladium
Business Solutions (Pty) Ltd. will have no responsibility for the Program if any portion of the Program has been
modified, lost, stolen or damaged by accident, abuse or misapplication.

12. TERM AND TERMINATION.

(a) This Agreement shall commence on the date You install the Program and shall continue until the earlier of:
(i) the date it is terminated in accordance with the terms herein; (ii) your acceptance of a superseding license
agreement; or (iii) the expiration of the trial period, if applicable.
(b) This license and all of Palladium Business Solutions (Pty) Ltd.' obligations hereunder, automatically
terminate if you fail to comply with any provision of this Agreement. Upon the termination or expiration of this
Agreement for any reason whatsoever: (i) the license granted hereunder shall immediately cease; and (ii) You shall
immediately stop using the Program in any way and, within ten (10) days after the effective date of expiration or
termination deliver to Palladium Business Solutions (Pty) Ltd., or certify that You have destroyed all copies of the
Program.
(c) If You licensed an NFR Version or Educational Version, this Agreement is effective unless and until You or
Palladium Business Solutions (Pty) Ltd. terminates the Agreement in accordance with the terms set forth herein or the
terms set forth in your Other Palladium Business Solutions (Pty) Ltd. Agreements or upon the earlier termination or
expiration of your Other Palladium Business Solutions (Pty) Ltd. Agreements.
(d) If you licensed a Student Version, this Agreement is effective for a term of fourteen (14) months, unless
sooner terminated by you or Palladium Business Solutions (Pty) Ltd. in accordance with the terms set forth herein.
(e) If you licensed an Evaluation Version, this Agreement is effective for a period commencing on the first date
the Program is downloaded, installed or first run for a term of sixty (60) days, unless sooner terminated by you or
Palladium Business Solutions (Pty) Ltd. in accordance with the terms set forth herein.

13. MISCELLANEOUS.
(a) As a user of the Program, You assume the responsibility for the selection of the Program as being
appropriate for your purposes. You understand and agree that: (i) You are solely responsible for the content and
accuracy of all reports and documents prepared with the Program; (ii) using the Program does not relieve You of any
professional obligation concerning the preparation and review of such reports and documents; (iii) You do not rely
upon Palladium Business Solutions (Pty) Ltd. or the Program for any advice or guidance regarding the appropriate tax
treatment of items reflected on such reports or documents; (iv) You will review any calculations made by using the
Program and satisfy yourself that those calculations are correct; and (v) Palladium Business Solutions (Pty) Ltd.’
support service is designed to offer technical support for issues regarding the features and functionality of this
Program in the recommended operating environments only.
(b) To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the
controlling language of this Agreement is English and any translation you have received has been provided solely for
your convenience. In the event you have entered into this Agreement by means of the display of a translated version
of this Agreement in a language other than U.S. English, you may request a U.S. English language version of this
Agreement by notice to Palladium Business Solutions (Pty) Ltd.. To the fullest extent permitted by law, all
correspondence and communication between you and Palladium Business Solutions (Pty) Ltd. under this Agreement
must be in English language. The exclusive judicial forum for any action that you bring to enforce this Agreement
shall be an appropriate court located in the Republic of South Africa. The exclusive forum for any action that
Palladium Business Solutions (Pty) Ltd. brings to enforce this Agreement shall be an appropriate federal, state or
provincial court in the state or province, as applicable, in which You have your principal place of business. In either
case, this Agreement shall be governed by the internal laws of the forum state without regard to the conflict of law’s
provisions thereof.
(c) This Agreement allocates risk between You and Palladium Business Solutions (Pty) Ltd. as authorized by
applicable law, and pricing of Palladium Business Solutions (Pty) Ltd.’ products reflects this allocation of risk and the
limitation of liability contained in this Agreement. In the event that any provision of this Agreement is found invalid
or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable
according to its terms.
(d) The Palladium logo, Palladium Accounting, Palladium Business Solutions, the Palladium Accounting logo or
any other Associated Palladium Logo’s are registered trademarks or trademarks of Palladium Business Solutions (Pty)
Ltd., or its affiliated entities. For an up-to-date list of copyright and trademark statements, refer either to the
copyright page of the Program User Guide or the Help About Palladium Accounting window within the Program.
Other product names mentioned may be service marks, trademarks, or registered trademarks of their respective
owners and are hereby acknowledged.
(e) No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further
or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect
to any circumstances be constructed as a waiver thereof with respect to any other circumstances.
(f) Sections 12 (Limitation of Liability), 14(b) (Term & Termination), 15(b) (Governing Law) and this Section 15(g)
shall survive the expiration or termination of this Agreement.
(g) This Agreement constitutes the entire agreement between you and Palladium Business Solutions (Pty) Ltd.
with respect to the subject matter hereof, and supersedes all proposals, Business Partner Premier Advisor or
Authorized Consultant or distributor or reseller or their respective agents, employees, or representatives.
(h) Palladium Business Solutions (Pty) Ltd. shall not be liable for and shall be excused from any failure to deliver
or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not
limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions or
power or communications, failure or suppliers or subcontractors, natural disasters or other acts of God.
(i) All notices given hereunder shall be in writing and sent by overnight courier or delivered in person: (i) if to
Palladium Software (Pty) Ltd., to Palladium Business Solutions (Pty) Ltd., Legal Department, Building 6, Fourways
Manor Office Park, 1 Macbeth Street, Fourways, South Africa; and (ii) if to You, to the address You indicated upon your
registration of the Program.
(j) You authorize Palladium Business Solutions (Pty) Ltd. to send You information, including but not limited to
marketing and promotional material, via facsimile, email, telephone, and other reasonable means.

14. RETURNS.
(a) Palladium Business Solutions (Pty) Ltd. will only allow refunds on the product until such time the product
has been officially activated by one of our web activation servers. Once the product has been activated, no request for
refunds will be honoured and no correspondence will be entered into regarding refunds. In no way does this
paragraph limit your rights or modify the limits as set forth in limit of liability or warranty paragraphs above.
(b) It is the customer’s sole responsibility to verify the program meets with any applicable requirements using
the evaluation version. Once the product has been activated, Palladium Business Solutions (Pty) Ltd. will assume that
all applicable requirements have been met and no refunds will be allowed at that point forward.