Best Software

IMPORTANT - READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement
between licensee (“you”) and Best Software, Inc. (“Best”) for the SalesLogix software (the “Program”),
which includes computer software and associated media and printed materials (the printed materials are
hereafter referred to as the “Documentation”). The Program and Documentation are collectively referred to
as “Software.” By accessing, installing, copying or otherwise using the Software, you agree to be bound by
the terms of this EULA. If you do not agree to the terms of this EULA Best is unwilling to license the
Software to you. In such event, you may not access, use or copy the Software and you should promptly
contact Best for instructions on returning the Software.

1. Grant of License. Best hereby grants to you and your affiliates, provided that such affiliate agrees to be
bound by the terms and conditions of this EULA and that you agree to be liable for any breach by said
affiliate, a limited, non-exclusive, non-transferable (except as set forth herein) license to use the
Software subject to the terms and conditions described in this EULA and payment of all applicable
license fees. Affiliate means any entity that controls you, or you control or is under common control with
you where “control” means the ownership, directly or indirectly, of equity securities or other ownership
interests which represent more than 50% of the voting power of such affiliate.

2. Software Use and Restrictions. A description of the various Program components, including the
related licenses, is set forth in the SalesLogix Planning Guide. Your rights and obligations with respect
to the use of the Software are as follows:

2.1 You may (a) install and use one copy of the server Software to access a single host database
server; (b) install one copy of the Software license keys on a single host database; (c) make one copy
of the Software solely for back up, one copy for disaster recovery and one additional copy of the
Software solely for testing and development purposes; (d) install the Software license keys on additional
host databases for development and testing purposes only; and (e) install and use unlimited client
Software as applicable for the user licenses purchased.

2.2 You may not (a) sublicense, transfer, assign, sell, rent or lease any portion of the Software or
host the Software on your computer for others to use; (b) reverse engineer, decompile, disassemble,
modify, translate, make any attempt to discover the source code of the Software or create derivative
works from the Software; (c) disclose the license numbers received from Best or share the media with
third parties or attempt to make any use of the licenses to expand the number of users who may access
the Software in excess of the licenses granted; (d) install licenses on another host database except as
set forth in Section 2.1 above; or (e) access the server Software by more than the number of users
permitted by the user licenses purchased.

3. Ownership of Software. You acknowledge that the Software is proprietary to and a valuable trade
secret of Best protected by United States patent, copyright laws and other intellectual property laws and
international treaty provisions. Best and its third party licensors, if any, retain all title to and, except as
expressly and unambiguously licensed herein, all rights and interest in (a) the Software; (b) the Best
trademarks, service marks, trade names and logos; and (c) any and all copyrights, patent rights, trade
secret rights and other intellectual property and proprietary rights throughout the world in the foregoing.

4. Limited Warranty. Best warrants (a) that it has the right to grant the license set forth herein; (b) that
the media, if any, on which the Software is furnished is free from defects in material and workmanship
under normal use for a period of six months from the date of shipment of the Software by Best; (c) that
any replacement media will be warranted for the remainder of the original warranty period or 90 days,
whichever is longer; and (d) that for a period of six months from the date of shipment of the Software
the Software will perform substantially as described in the Documentation (“Limited Warranty”).
EXCEPT FOR THE LIMITED WARRANTY DESCRIBED ABOVE, THE SOFTWARE IS PROVIDED “AS
IS” WITHOUT WARRANTIES OR IMPLIED TERMS OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, THE
CONDITION OF THE SOFTWARE OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE
RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND
DOCUMENTATION REMAINS WITH YOU. Best’s entire liability and your exclusive remedy shall be
replacement of any media not meeting the Limited Warranty described herein if the media is promptly
returned to Best. Best does not warrant the functions contained in the Software will meet your
 requirements or that operation of the Software will be uninterrupted or error free.

5. Indemnification. If you receive notice of any claim that your use of any part of the Software directly
infringes the rights of a third party in or to any patent, copyright, trademark or trade secret, or violates
any other intellectual property right, Best shall defend or settle any such claim, and shall indemnify and
hold you harmless by paying any resulting costs and damages finally awarded to the third party by a
court with respect to any such claim provided that you: (a) notify Best in writing promptly upon becoming
aware of the claim; (b) at Best’s request and expense, give Best such information and assistance as is
reasonable under the circumstances; and (c) give Best the right, at Best’s sole discretion, to settle the
claim at Best’s expense. This indemnification does not extend to any claim based upon any alleged
infringement arising from the combination of the Software with other elements not under Best’s sole
control such as any part of the Software that you or a third-party modify, or that incorporates
specifications, designs or formulas that you provide. If you are prevented from using the Software
because of an actual or claimed infringement, then at Best’s option, Best shall promptly either obtain for
you the right to continue using the affected part of the Software, replace or modify the affected part of
the Software so that it becomes non-infringing, or if none of the foregoing alternatives are possible after
Best’s commercially reasonable efforts, you may return to Best all copies of the Software that you have
in your possession or under your control and Best shall remit to you a pro rata portion of the license fee
you paid (up to the suggested list price) for the Software based on the commercially reasonable life of
the Software, which shall not be less than five (5) years, calculated from the date that Best provided the
activation coding to enable you to begin to exercise usage rights. THIS SECTION SETS OUT THE
ENTIRE EXPOSURE OF BEST AND YOUR SOLE REMEDY FOR INDEMNIFICATION HEREUNDER.

6. 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. Neither Best nor its suppliers shall be liable for
any special, indirect, incidental or consequential damages resulting from any defect in the Software or
media, even if Best has been advised of the possibility of such damages. This means Best is not
responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss of
anticipated profits or benefits resulting from use of the Software or loss of use of the Software, nor for
damages or costs incurred in connection with obtaining substitute software, claims by others or similar
costs. EXCEPT TO INDEMNIFY YOU UNDER PARAGRAPH 5, IN NO EVENT SHALL BEST’S
LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS EULA,
WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED BEST’S SUGGESTED LIST PRICE OF
THE LICENSE FOR THE SOFTWARE.

7. Other Limitations. Best will have no responsibility under the Limited Warranty for any Software or
media that has been modified, lost, stolen or damaged by accident, abuse or misapplication. No
employee, agent or representative of Best, nor any reseller (including a channel partner) or any other
third party, is authorized to make any warranty with respect to the Software, except those expressly
stated in this EULA, and you may not rely on any such unauthorized warranty. You acknowledge and
agree that you have chosen your channel partner to act on your behalf in connection with the subject
matter of this EULA, and that such channel partner is not an agent or partner of Best.

8. Allocation of Risk. This EULA allocates risk between you and Best as authorized by applicable law,
and that the pricing of Best’s products reflects this allocation of risk and the limitations of liability
contained in this EULA. If any remedy hereunder is determined to have failed of its essential purpose,
all limitations of liability and exclusion of damages set forth in this EULA shall remain in full force and
effect.

9. State Law Rights. This EULA gives you specific legal rights, and you may also have other rights,
which vary from state to state. Some states do not allow the exclusion or limitation of implied warranties
or of liability for incidental or consequential damages, so some of the above may not apply to you.
10. Term/Termination. This EULA continues in effect until terminated, whether as a result of your
acceptance of a superseding EULA or otherwise as set forth below. At any time that you choose, you
may terminate this EULA and all usage rights that had been granted to you hereunder and under any
prior EULA. This EULA and the license granted herein will terminate automatically and without notice if
you fail to comply with any term or condition of this EULA. Upon termination, you will return to Best all
media by which you received the Software and any prior version thereof and destroy all other copies of
the Software and any prior version thereof under your control. Any provision in this EULA that when
reasonably read is intended to survive the termination of this EULA shall survive, including without
limitation, the disclaimer of warranties and limitations on liability.

11. ClassicCare Plans. Upon purchasing a license to the Software, you agreed to pay an additional
software maintenance fee and an additional technical support fee for an initial twelve-month period. By
purchasing maintenance and technical support from Best you agree to the terms and conditions of the
then-current ClassicCare Plans for SalesLogix. A copy of the ClassicCare Plans for SalesLogix is
included with the Software. Following the initial twelve month period, Best will offer you a ClassicCare
Plan on an annual basis for a fee.

12. General. This EULA sets forth the complete agreement between you and Best regarding your license
and the Software, and supersedes any prior EULA, purchase order, confirmation, advertising,
representation, or other communication. Best has your permission to send you information regarding
Best’s products and services, including via facsimile and e-mail. This EULA may not be modified
except by a written agreement signed by an authorized Best representative. If any provision of this
EULA is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the
remainder of this EULA, which shall remain valid and enforceable. Any such severed provision shall be
replaced with a similar provision, which conforms to applicable law and embodies as closely as possible
the original intent of the parties. The exclusive judicial forum for any action that you bring to enforce this
EULA shall be an appropriate federal or state court located in California. The judicial forum for any
action that Best brings to enforce this EULA shall be an appropriate federal or state court located in the
state in which you have your principal place of business. Irrespective of where such action is brought,
the prevailing party shall be entitled to recover its attorney’s fees and costs, in addition to any other
legal and equitable relief granted. This EULA will be governed by the internal laws of the forum state,
without regard to the conflict of laws provisions thereof.
Contact Information. CustomerCareServices@usbestcrm.com
<mailto:CustomerCareServices@usbestcrm.com>. Telephone: 866-674-5588. Fax: 480-348-6966. Address:
Best Software, Inc., 8800 North Gainey Center Drive, Suite 200, Scottsdale, Arizona 85258, U.S.A.

ClassicCare Plans for SalesLogix

The terms and conditions set forth below relate to the ClassicCare Plans offered by Best
Software, Inc. (“Best”) for SalesLogix software. As a licensee (“you”) of SalesLogix software
(“Software”) you agreed to pay a maintenance and technical support fee for an initial twelve-
month period. By purchasing maintenance and technical support you agree to the terms and
conditions of the ClassicCare Plans for SalesLogix (“Agreement”). Best will provide you with
Maintenance and Support3 pursuant to this Agreement to the extent you purchased a ClassicCare
Plan. If you are unwilling to agree to the terms and conditions of this Agreement you should
promptly contact Best using the contact information set forth below.

Recitals.
A. You have licensed the Software from Best under a separate End User License Agreement
(“EULA”) and desire to obtain a ClassicCare Plan from Best for such Software.

B. Best desires to provide you with a ClassicCare Plan for such Software upon the terms and
conditions set forth in this Agreement.
Therefore, for good and valuable consideration, the receipt and sufficiency of which the parties
acknowledge, Best and you agree as follows:
1. DEFINITIONS.
1.1. “Designated Contact” means your employee or consultant who may contact Best for
Support under this Agreement and has received the most recent training required by Best.
1.2. “Documentation” means the standard user documentation, manuals and other materials
provided by Best that relate to the Software, whether in printed form, electronic form,
posted on Best’s website, available on-line or in any other format.
1.3. “Error” means any failure of the Software to conform in material respects to its functional
specifications. However, any nonconformity resulting from your misuse, improper use,
alteration or damage of the Software or if you combine or merge the Software with any
hardware or software not supplied by or identified as compatible by Best, shall not be
considered an Error.
1.4. “Incident” means a single support issue logged with Best. If one issue requires multiple
contacts to resolve, it counts as only one Incident; however, a phone call containing
questions on five separate issues will count as five Incidents.
1.5. “Maintenance” means any enhancement to the Software that becomes a regular part of the
Software and is offered to Best’s other SalesLogix customers.
1.6. “Software” means the proprietary computer software product identified as SalesLogix and
licensed to you by Best and any updates or upgraded versions of such computer software
provided by Best.
1.7. “Support” means the telephone or remote electronic support services set forth in Section 2
below.
1.8. “Term” means the initial term and any renewal term of your ClassicCare Plan. The “Initial
Term” shall be for a period of one (1) year commencing on the date the Software is shipped
to you or your channel partner (as indicated on the packing list for the Software - the
“Effective Date”). “Renewal Terms” shall be any renewal of this Agreement (or such other
agreement which provides similar benefits to you and was in effect prior to this Agreement).
The Initial Term and each Renewal Term shall be individually referred to herein as a “Term
Period”. In no event shall the Term extend beyond the prescribed term of the EULA.

Features ClassicCare ClassicCare Plan ClassicCare Plus Plan

Maintenance Plan Maintenance & Support Maintenance & Support
Self guided Support on Line Yes Yes Yes
Updates / Maintenance Release Yes Yes Yes
Upgrades / New Releases Yes Yes Yes
Unlimited support tickets Yes Yes
Authorized Contacts 1 per 50 licensed users 1 per 50 licensed users
After hours “Emergency” Support Yes “5” incidents
Guaranteed Response Time 2 hours
List Price 10% MSRP 20% MSRP 23% MSRP

2. Scope of Services.
2.1 During each Term Period, Best shall provide you with the benefits listed above for the type of
ClassicCare Plan you have purchased for such Term Period. You shall pay an annual
ClassicCare fee at Best’s rate in effect at the commencement of the applicable Term Period.
Fees are payable in advance for the entire annual Term Period. Best will invoice you
approximately 60 days prior to the expiration of the current Term Period. If you fail to pay
such invoice by the commencement of the applicable Term Period, Best may, and without
further notice to you, terminate provision of ClassicCare Plan to you.
2.2 For the purposes of receiving support from and communicating with Best with respect to
support issues, you shall designate no more than one Designated Contact for each 50
licensed users of the Software and one alternate Designated Contact for the account. Only a
Designated Contact shall make requests for telephone or other assistance. You may
designate a replacement Designated Contact at any time by contacting Best in advance.
2.3 Best will strive to provide accurate and timely technical support for all customers to ensure
maximum up time. Best will assist the Designated Contact(s) in utilizing the Software and in
identifying and providing workarounds, if possible, for standard component product
problems.
2.4 Telephone Support. The Designated Contact(s) will be given the telephone number for
Best’s support line and will be entitled to contact the support line during normal operating
hours, excluding holidays. You may obtain information regarding Best’s operating hours and
scheduled holidays through Best’s support page on its web site. The Designated Contact(s)
may consult with Best technical analysts concerning problem resolution, diagnosing error
messages, providing workarounds, if possible for standard component product problems,
resolving system-down or other critical and complex situations.
2.5 Remote Electronic Support. If remote, electronic Support is appropriate (per Best’s
determination and with your permission) Best may be able to connect directly to your
computer to assist in problem identification and resolution using Best’s then available remote
access tool.
2.6 Response Times. Cases logged via telephone under a Classic Care Plus Plan have a
Guaranteed Response Time of two (2) hour, which means that a member of Best’s support
team will respond to your phone call within the guaranteed time period. Best does not
guarantee a resolution to questions or problems during the guaranteed time period. In
addition, there is no Guaranteed Response Time during Best’s weekly department meetings,
Best company events, holidays observed by Best, closures due to weather or due to legal
impossibility. Failure by Best to make contact with you within the Guaranteed Response
Time due to your unavailability or inaccessibility (e.g., you are in a meeting or out of the
office or your telephone is busy or ringing with no answer) do not constitute a breach of the
Guaranteed Response Time. If you request a response from a specific support analyst, or
elects to communicate with Best using a means other than the telephone (such as e-mail)
Best cannot guarantee the response time.
2.7 Web Site Support You will be given unlimited access to the “SupportOnline” self-service
Internet web-based support and information tool, which is available 24 hours a day, seven
days a week. You will be given a unique user name and password to gain access to the
secured technical support areas on Best’s web site. You will use SupportOnline to: (i) find
self help tools, (ii) search the question and answer database, (iii) check compatibility of third
party software, (iv) download product updates, and (v) download product documentation.
2.8 Software Problem Reporting. You may submit to Best requests identifying potential
problems in the Software. Requests should be in writing and directed to Best, SalesLogix
Customer Support, by mail, courier, or via SupportOnline. Best retains the right to determine
the final disposition of all such reports, and will inform you of the disposition of each report.
If Best decides in its sole judgment to act upon a report, it will do so by providing a “Bug Fix”
within a Service Pack.
2.9 Your Information. Information received by Best from you will be treated in a manner that is
consistent with the then-current policy relating to customer information.
3. Support Exclusions.
3.1 Best shall not provide any Support relating to problems that are caused by (a) your failure to
implement all currently available permanent fixes or solutions to known problems or bugs in
the Software (“Updates”); (b) your failure to implement all currently available major revisions
to the Software which adds new and different functions or capabilities to the Software
(“Upgrades”); (c) changes to your operating system or environment that adversely affects
the Software; (d) any alteration of, or addition to, the Software performed by any party other
than Best; (e) negligence or misuse of the Software; (f) integration of the Software with other
software products not supplied by Best; or (g) use of the Software on a CPU or peripherals
other than the CPU and peripherals for which the Software was designed and licensed.
3.2 ClassicCare Plans do not include Support for any hardware components of your system or
for any SalesLogix related software not supplied by Best including, but not limited to,
computers, hard disks, operating systems, databases, third-party software, network servers,
printers, bar code readers, cash drawers or any software associated with such hardware
devices.
3.3 Portions of the Software that have been modified, portions of the Software which have data
tables that have been modified (including the manual addition and deletion of data) by any
method other than directly through the Software’s user interface, and program objects that
have been modified are not eligible for Support or Maintenance. Additionally, modified
portions of programs that post data to other modules or database tables may limit the extent
of the Support that Best will be able to provide on the unmodified modules and programs.
Best’s support team cannot assist in the direct manipulation of database contents. Best
recommends that you contact your channel partner for support of modified software. If an
issue is reported to Best’s support team that is the result of modifications to the source code,
the data tables or program objects, Support activities for that particular issue will cease, and
the Best support team will notify you that the issue is beyond the scope of Support and this
Agreement. Time expended to discover that the issue is related to such modifications will be
billed back to you at the then prevailing Best Professional Services hourly rates.
4. Warranty and Limitations on Liability.
4.1 Best does not warrant or represent your use of any Update or Upgrade of the Software
(collectively “Maintenance Programs”) will be uninterrupted or error-free. If you report to
Best in writing within ninety (90) days from the date a Maintenance Program is licensed to
you of any non-conformity between the Maintenance Program and the Documentation
therefor (as defined in the EULA), and if Best is able to replicate and verify that such non-
conformity exists, Best shall make commercially reasonable efforts to correct such non-
conformity and, if successful, shall supply you with such correction or, if unsuccessful and
such non-conformity is material, you may return such Maintenance Program to Best and
terminate this Agreement, and Best shall remit to you a pro-rated portion of the fees actually
paid to Best under this Agreement for the then-current Term Period. The foregoing states
your SOLE AND EXCLUSIVE REMEDY for any breach of this warranty.
4.2 Best support analysts are trained in the operation of our software products and they will
make every commercially reasonable attempt to find answers to your questions. Best
cannot guarantee that all defects will be fixed or that all of your questions will be resolved.
OUR CLASSICCARE PLANS ARE PROVIDED “AS IS,” AND ALL WARRANTIES
REGARDING SUCH SERVICES, WHETHER EXPRESSED OR IMPLIED, ARE HEREBY
EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No employee,
agent or representative of Best, or any other party, is authorized to make any representation
or warranty with respect to any ClassicCare Plan, other than those representations and
warranties set forth in this Agreement.
4.3 Because software is inherently complex and may not be free from errors, Best advises you
to verify the results of any service provided and the work product of the Software. BEST
(including Best’s subcontractors, agents, employees and suppliers) SHALL NOT BE LIABLE
FOR ANY DAMAGE, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, RESULTING FROM THE USE
OF OR INABILITY TO USE ANY CLASSICCARE PLAN, OR FROM THE USE OF OR
INABILITY TO USE THE SOFTWARE, EVEN IF BEST HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. This means Best is not and will not be responsible or
liable to you or anyone for damages or costs incurred as a result of time, loss of data, loss of
anticipated profits or benefits resulting from the use of the Software or loss of use of the
Software, or for damages or costs incurred in connection with obtaining substitute support
services or claims by others or similar costs. In no event shall the total liability of Best for all
claims, whether in contract (including, but not limited to, breach of warranty), tort (including,
but not limited to, negligence and product liability), or otherwise, arising out of, connected
with, or resulting from any performance or nonperformance relating to this Agreement
exceed the amount received by Best from you for the ClassicCare Plan for such Term
Period.
4.4 You acknowledge and agree that this Agreement allocates risk between you and Best as
authorized by the Uniform Commercial Code and other law, and the pricing of Best’s
products and services reflects this allocation of risk and the limitations of liability contained in
this Agreement. If any remedy hereunder is determined to have failed of its essential
 purpose, all limitations of liability and exclusions of damages set forth herein shall remain in
full force and effect.
4.5 This Agreement gives you specific legal rights, and you may also have other rights, which
vary from state to state. Some states do not allow the exclusion or limitation of implied
warranties or of liability for incidental or consequential damages, so some of the above may
not apply to you.
5. Miscellaneous.
5.1 Best reserves the right to modify the scope of either Support and/or Maintenance during any
Term Period, provided that if a modification materially diminishes the Support and/or
Maintenance you receive under this Agreement, Best will give you advance notice of such
modification and you shall be entitled within thirty (30) days of such notice to terminate this
Agreement and receive a pro-rated refund of the fees paid for such Term Period, based on
the number of months left in such Term Period.
5.2 This Agreement contains the complete and exclusive statement of the agreement of the
parties with respect to the subject matter hereof and supersedes and merges all prior
proposals, understandings and agreements, whether oral or written, between the parties with
respect to the subject matter hereof. This Agreement may not be modified except by a
written instrument duly executed by an authorized officer of each of the parties hereto.
5.3 You may not assign this Agreement without the prior written consent of Best, except to a
successor of all or substantially all of its business and properties and in connection with an
authorized assignment of the Software.
5.4 Please direct all inquiries regarding this Agreement to:

CustomerCareServices@usbestcrm.com
Telephone: 866-674-5588
Fax: 480-348-6966