LinkTek End User Software License Agreement

Amended 26 August 2026

You should carefully read the following terms and conditions before installing, copying or using the SOFTWARE in any manner. Installing, copying or using the SOFTWARE indicates your acceptance of these terms and conditions. If you do not agree with them, you are not authorized to install, copy or use the SOFTWARE, in which case, you may contact us for a refund. Installing, copying or using the SOFTWARE constitutes your agreement that you and your company or organization are ethically and legally bound by all terms and conditions of this license Agreement as contained herein.

1. Definitions

1.1. “Agreement” means this LinkTek End User Software License Agreement, including any exhibits, attachments and the applicable QUOTE.

1.2. “LICENSOR” means Axiom Services, Inc. (also doing business as LinkTek, LinkTek Corporation and AxiCorp), herein referred to as “LinkTek”, of 1805 Drew Street, Clearwater, Florida, USA.

1.3. “LICENSEE” means the organization, company, individual or party which is granted a license from LICENSOR to install, copy and use the SOFTWARE.

1.4. “PARTY” means either LICENSOR or LICENSEE, each acting solely on its own behalf and not on behalf of any third party.

1.5. “PARTIES” means LICENSOR and LICENSEE collectively.

1.6. “SOFTWARE” means any programs, documentation, files, license codes or materials owned, created by or provided by LICENSOR that have been obtained by LICENSEE in any manner.

1.7. “SITE” means all facilities where the SOFTWARE will be used, which facilities are owned or leased by LICENSEE within a radius of one-half mile of the exact street address LICENSEE has registered with LICENSOR and for which LICENSOR has supplied a license code.

1.8. “QUOTE” means the written document (titled “Quote”, “Quotation”, “Order Form”, “Maintenance Renewal Quote” or similar) issued by LICENSOR and accepted by or on behalf of LICENSEE, whether by signature, purchase order, electronic acceptance, performance, payment, use of the SOFTWARE or similar. The QUOTE, which is incorporated herein by reference, specifies additional terms, including, but not limited to, usage limitations, pricing, duration and, where applicable, departmental and/or geographic limitations (collectively, “Commercial Terms”). In the event of any conflict between the LinkTek End User Software License Agreement and the QUOTE, the QUOTE shall control solely with respect to the Commercial Terms; all other terms shall be governed by this LinkTek End User Software License Agreement.

1.9. “DEFINED ORGANIZATION” means the specific legal entity, or a clearly defined subset thereof as explicitly stated in the applicable QUOTE issued by LICENSOR. Unless otherwise and expressly limited in the QUOTE, the DEFINED ORGANIZATION includes the entire company, corporation, government agency or non-profit named in the QUOTE, and pricing shall be based on the total number of PERSONNEL within the DEFINED ORGANIZATION. If the DEFINED ORGANIZATION is not the entire legal entity, this license is valid if and only if the entire legal entity (of which the DEFINED ORGANIZATION is a subset) and the defined organization have no more than the total number of PERSONNEL stated in the QUOTE for each. For the avoidance of doubt, the number of users of the SOFTWARE is irrelevant to the definition of the DEFINED ORGANIZATION.

1.10. “PERSONNEL” means all employees (both full-time and part-time) and all full-time contractors (contracted individuals) of the DEFINED ORGANIZATION.

1.11. “VALUE-ADDED RESELLER” herein referred to as “VAR”, means an independent third party that is formally authorized by LICENSOR to market and resell the SOFTWARE. A VAR operates under a reseller agreement executed with LICENSOR.

1.12. “STRATEGIC PARTNER” means a third party that collaborates with LICENSOR for the purposes of business development, integration testing, joint customer enablement or similar cooperative initiatives and which has been formally approved by LICENSOR.

2. License Privileges and Restrictions

2.1. In consideration of payment of the license fee received by LICENSOR, which is a part of the price LICENSEE paid for the license to use the applicable product (except for the trial license), LICENSOR grants LICENSEE one of the following non-transferable, non-exclusive, non-sublicensable licenses to install, copy and use the SOFTWARE subject to the restrictions in this Agreement:

2.1.1. If LICENSEE purchased an organization license, it is agreed that the DEFINED ORGANIZATION is strictly designated and defined as specified in the QUOTE. LICENSEE is solely responsible for ensuring that the DEFINED ORGANIZATION stated in the QUOTE accurately reflects the scope of LICENSEE’S intended use. Any use of the SOFTWARE that exceeds or falls outside the DEFINED ORGANIZATION and/or the permitted total PERSONNEL count is a material breach of this Agreement.

2.1.1.1. The DEFINED ORGANIZATION shall have no more PERSONNEL than the total number of PERSONNEL specified in the QUOTE.

2.1.1.2. LICENSEE may use the SOFTWARE for the internal benefit of the DEFINED ORGANIZATION provided that the DEFINED ORGANIZATION is defined such that a minimum of ninety-five percent (95%) of the usual business use of the computer files which are processed by the SOFTWARE is performed on computers owned or leased (including as part of a cloud service) by the DEFINED ORGANIZATION. Any other use of the SOFTWARE is a violation of this license. Notwithstanding any other provision of this Agreement, the purchase of annual maintenance is a requirement of the continued use of the SOFTWARE.

2.1.2. If LICENSEE is installing or using a trial license of the SOFTWARE, LICENSEE may use the SOFTWARE for a period up to twenty-one (21) days from the day LICENSEE installed the SOFTWARE. Trial licenses (covered below) are the only licenses that may be installed, copied or used without first buying a license. Trial licenses may be used for demonstration and testing only and not for production work. Modifying production files is not permitted with any license that has not been purchased. Trial licenses may also be referred to as “demo” licenses.

2.1.3. Notwithstanding any other clause of this Agreement, LICENSOR may terminate any free or unpaid licenses of the SOFTWARE at will upon notice to LICENSEE.

2.2. The SOFTWARE may not be installed or used on any computer not owned or leased by LICENSEE.

2.3. The SOFTWARE may be used only for the internal benefit of LICENSEE. LICENSEE is not permitted to use the SOFTWARE in any manner external to LICENSEE or for the benefit of someone else, including, but not limited to, providing services for any party external to LICENSEE.

2.4. Notwithstanding any other term, condition or agreement herein or in any other document created by LICENSOR, LICENSEE or any third party, whether such document comes into existence before, during or after the date of purchase, LICENSOR shall have no obligation to support, and no license will be deemed to have been granted for, SOFTWARE for which LICENSOR did not receive payment in accordance with the terms of the agreement under which the SOFTWARE was delivered.

2.5. A LICENSEE which merges with, acquires or otherwise combines with another entity shall so notify LICENSOR within thirty (30) days of such expansion and either A) agree to redefine the DEFINED ORGANIZATION so as to not exceed the number of PERSONNEL specified on the QUOTE or B) increase the number of PERSONNEL to cover its expanded usage and pay the additional fee therefore.

2.6. LICENSEE may make one (1) copy of the SOFTWARE for back-up purposes, provided that such copy contains the same copyright and other proprietary notices that appear on or in the SOFTWARE.

2.7. LICENSOR shall have the right, during the term of this Agreement and for one (1) year thereafter, to audit LICENSEE’S records, systems and usage of the SOFTWARE as reasonably necessary to verify compliance with the terms of this Agreement. Such audit shall be conducted no more than once every twelve (12) months, during normal business hours and upon no less than ten (10) business days’ prior written notice.

3. Additional License Restrictions

3.1. SOFTWARE installed or running at one SITE may not be used to process files ordinarily stored at a different site nor to process files used by anyone normally located at a different site, via a wide area network or any other means, unless both SITES have active site licenses of the SOFTWARE which are properly registered with LICENSOR or, in the case of an organization license, unless all usage of the SOFTWARE falls within the agreed-upon definition of the DEFINED ORGANIZATION as given above.

3.2. Notwithstanding any other provision of this Agreement, software support, including but not limited to such services as providing new activation codes when computer IDs change, and transferring of an activation to a different computer and other activation services and support, is provided only to customers with active maintenance. Maintenance fees are non-refundable except as otherwise set forth in this LinkTek End User Software License Agreement or the LinkTek Maintenance Plus Agreement. LICENSEE agrees to promptly and openly communicate and work directly with LICENSOR to resolve any technical difficulty with the SOFTWARE unless a reseller of the SOFTWARE or other third party immediately resolves the technical difficulty to LICENSEE’S full satisfaction.

3.3. LICENSEE agrees to not, directly or indirectly 1) sell, lease, rent, lend, share, assign, sublicense or transfer the SOFTWARE, in whole or in part; 2) modify the SOFTWARE in any manner whatsoever; 3) translate, decompile, disassemble, reverse-engineer or create derivative works based on the SOFTWARE; 4) create activation keys, or any similar product, that enables use of the SOFTWARE; 5) allow any third party to use LICENSEE’S license to create activation keys, or any similar product, that enables use of the SOFTWARE or 6) for fee or otherwise, use the SOFTWARE to process files for parties other than LICENSEE.

3.4. A SOFTWARE license which is leased by LICENSOR to LICENSEE shall be subject to the same terms as a purchased license, except that 1) maintenance services are included for the term of the lease and 2) the license and all LICENSEE rights expire at the end of the lease period.

4. Retention of Rights by LICENSOR

4.1. LICENSEE understands and agrees that except for the rights expressly granted in this Agreement, all other rights, title and interest in the SOFTWARE, including any and all trademark, copyright, patent, trade secret, intellectual and industrial property rights remain the sole and exclusive property of LICENSOR and/or LICENSOR’S providers. Any reference to the sale of the SOFTWARE by LICENSOR or the purchase of the SOFTWARE by LICENSEE shall be deemed by all parties to mean the sale or purchase of licenses, not the sale or purchase of the SOFTWARE itself. Nothing in this Agreement or its addenda or any other agreement between the PARTIES, notwithstanding any provision to the contrary, will be construed to waive or limit LICENSOR’S right to be compensated for unlicensed use of the SOFTWARE or waive or limit any remedies provided by copyright law.

5. Limited Warranty

5.1. LICENSEE is advised to test the SOFTWARE thoroughly before relying on it and agrees to use the SOFTWARE only on files that have been properly backed up. Except as explicitly provided in this section and section “Intellectual Property Indemnification”, the SOFTWARE is provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose and the entire risk as to the quality and performance of the SOFTWARE is with LICENSEE.

5.2. Should the SOFTWARE prove defective during any period during which LICENSEE has active maintenance:

5.2.1. For defects reported by LICENSEE directly to LICENSOR within forty-five (45) days of LICENSEE’S initial purchase of the SOFTWARE, LICENSOR, at its option, shall either repair the defect or refund the entire payment, including maintenance fees, for any defective SOFTWARE.

5.2.2. For defects reported by LICENSEE directly to LICENSOR forty-six (46) to three hundred sixty-five (365) days after LICENSEE’S initial purchase of the SOFTWARE, LICENSOR, at its option, shall either repair the defect or refund payment for any defective SOFTWARE, linearly prorated based on the initial purchase date, the date LICENSEE reported said defect directly to LICENSOR and the three hundred sixty-fifth (365th) day and refund payment for unused maintenance.

5.2.3. For defects reported by LICENSEE directly to LICENSOR more than three hundred sixty-five (365) days after LICENSEE’S initial receipt of the SOFTWARE, LICENSOR, at its sole option, shall either repair the defect or refund payment for any unused maintenance.

5.3. LICENSOR represents and warrants that:

5.3.1. LICENSOR has not knowingly included in or with the SOFTWARE or allowed to be included in or with the SOFTWARE any software intended to be harmful to LICENSEE’S files or computers or to the security and privacy of LICENSEE’S data or computers.

5.3.2. LICENSOR is a duly authorized and registered Florida corporation and has the authority to enter into this Agreement and perform its obligations hereunder.

5.3.3. LICENSOR is not currently the subject of voluntary or involuntary petition in bankruptcy, does not, at the time of this license purchase, contemplate filing any such voluntary provision, and is not aware of any claim for the filing of an involuntary petition.

5.4. If any of the above three (3) representations and warranties are breached by LICENSOR, then LICENSOR will, within thirty (30) days, at LICENSOR’S option, either 1) remedy the breach or 2) terminate this Agreement and refund to LICENSEE its initial license fee for the SOFTWARE as depreciated on a straight-line twelve-month (12-month) basis plus any unused maintenance.

5.5. Except for LICENSOR’S obligations under the Intellectual Property Indemnification provisions, in no event will LICENSOR, LICENSOR’S providers nor any other party involved in the creation, production, sale or delivery of the SOFTWARE be liable to LICENSEE for any damages, including lost profits, lost savings or other incidental or consequential damages arising out of the use or inability to use the SOFTWARE.

5.6. Except for LICENSOR’S obligations under the Intellectual Property Indemnification provisions, under no circumstances, will LICENSOR, LICENSOR’S providers nor any other party involved in the creation, production, sale or delivery of the SOFTWARE be liable to LICENSEE for any damages or amount exceeding the amount LICENSEE paid for the SOFTWARE plus unused maintenance.

5.7. For the purposes of upgrades and trade-ins, the value of “unused” maintenance will be linearly prorated based on the total number of days in the maintenance period and the number of days elapsed and remaining.

5.8. The PARTIES agree that this is an end-user license agreement for the use of off-the-shelf software and, as such, neither PARTY shall be obligated to maintain any particular types or amounts of insurance coverage.

6. Confidentiality

6.1. LICENSEE and its agents are required to protect the confidentiality of the SOFTWARE. LICENSEE may not distribute or otherwise make the SOFTWARE or the documentation available to any other party using any conceivable method.

6.2. In the event LICENSEE sends files containing proprietary data to LICENSOR for analysis or correction, LICENSOR will take reasonable precautions to maintain the confidentiality of such data and will use such data only for the purposes for which it was disclosed. LICENSEE agrees that LICENSOR may collect technical data via the SOFTWARE for the purpose of activating the software and enforcing the license. LICENSOR shall likewise protect the confidentiality of all such data.

6.3. Restrictions on disclosure or use of confidential information or proprietary data shall not apply to any information which: (i) is or becomes a part of the public knowledge or literature through no act or omission of the receiving party; (ii) was in lawful possession of the receiving PARTY, without restriction on disclosure or use, prior to the disclosure under this Agreement; (iii) is lawfully disclosed hereafter to the receiving PARTY, without restriction on disclosure or use, by a third party who, to the best information of the receiving PARTY, did not acquire the information directly or indirectly from the other PARTY under an obligation of confidentiality; (iv) was independently developed by LICENSOR or LICENSEE without the use of information disclosed under this Agreement; or (v) is required to be disclosed under operation of applicable laws.

7. Intellectual Property Indemnification

7.1. LICENSOR warrants that LICENSOR has clear title to the SOFTWARE (including the applicable intellectual property rights), the SOFTWARE does not infringe on the intellectual property rights of any third party, and LICENSOR is not the subject of any lawsuit claiming otherwise.

7.2. Subject to the limitations set forth in Section 7.3. below, LICENSOR agrees to defend, indemnify and hold harmless LICENSEE from all liabilities and reasonable expenses, including but not limited to attorneys’ fees, judgments, fines or penalties which LICENSEE incurs that result from any claim, action, suit or proceeding (whether civil, criminal or administrative, including any associated appeals) the material allegation of which avers that the SOFTWARE constitutes an infringement of a United States registered copyright, trademark, existing patent or other intellectual property, provided that LICENSEE both (i) notifies LICENSOR in writing within thirty (30) days of receipt of notice of such claim, action, suit or proceeding (it being understood, however, that LICENSOR shall not be relieved of its obligations hereunder as a consequence of any delay in providing such notice if LICENSOR is not materially prejudiced by such delay); and (ii) provides LICENSOR with all information within LICENSEE’S possession that is help in the defense of such suit. In lieu of indemnification, LICENSOR, at its sole option, may: (i) obtain for LICENSEE the right to utilize the SOFTWARE or (ii) use its best efforts to make the SOFTWARE non-infringing without materially diminishing the utility to LICENSEE of the SOFTWARE or (iii) terminate this Agreement and refund to LICENSEE its initial license fee for the SOFTWARE as depreciated on a straight-line five-year (5-year) basis plus any unused maintenance.

7.3. LICENSEE shall notify LICENSOR in writing as soon as practicable. LICENSOR shall control the defense and investigation of any such claim and employ and engage attorneys of its choice to handle and defend the same, at LICENSOR’S expense. LICENSEE shall reasonably cooperate with LICENSOR and its attorneys in the investigation, trial and defense of any such claim.

8. Termination and Recourse

8.1. This license is effective until terminated. Upon termination, LICENSEE’S rights to install, keep, copy or use the SOFTWARE immediately cease.

8.2. The right to install, copy or use the SOFTWARE will terminate automatically without notice from LICENSOR if LICENSEE fails to comply with any provision of this Agreement. Upon termination, LICENSEE agrees to immediately discontinue all use of the SOFTWARE. If LICENSEE remedies, to the satisfaction of LICENSOR, any such breach within thirty (30) days of LICENSOR notifying LICENSEE of the breach, including but not limited to payment to LICENSOR for any unauthorized use of the SOFTWARE and purchasing a new correct license at current list price, LICENSOR shall rescind termination, which rescinding shall not be unreasonably withheld or delayed. Termination is in addition to other remedies available to LICENSOR such as compensation for unauthorized use of the SOFTWARE. LICENSEE also agrees that in the event of a violation of this Agreement, including the use of copyrighted data, patented data, trademarks or trade secrets, that LICENSOR has no immediate remedy in law or equity and therefore LICENSEE agrees that LICENSOR is entitled to injunctive relief until the matter can be decided in a court of law.

8.3. Notwithstanding any other term, condition or agreement herein or in any other document created by LICENSOR, LICENSEE or any third party, whether such document comes into existence before, during or after the date of purchase, all PARTIES agree that sections 3, 4, 6, 8, 9, 10, 11, 12, 13, 15, 16 and 17 shall survive termination of this agreement.

9. Third Parties

9.1. In the event that this license was acquired by a third party on behalf of LICENSEE, including but not limited to a consultant or any other contractor for LICENSEE, the third party is jointly responsible for abiding by the terms of this Agreement and jointly liable for any violations thereof. Nothing in this clause shall act in any way to absolve, reduce or mitigate any of LICENSEE’S responsibilities and liabilities.

9.2. No reseller, consultant, VAR, STRATEGIC PARTNER or other third party shall be deemed an agent of LICENSOR.

10. Headings and Subtitles

10.1. The heading at the top of this Agreement and all the subtitles are for formatting and convenience purposes and do not constitute limits on the scope of any of the clauses of this Agreement.

11. Entire Agreement

11.1. This Agreement constitutes the entire agreement between LICENSEE and LICENSOR regarding the subject matter hereof and supersedes any and all other agreements, proposals, representations, orders or understandings, written or verbal, between LICENSEE and LICENSOR or between LICENSEE and LICENSOR’S resellers or agents. The terms of this Agreement supersede and replace the terms in any purchase order or other document LICENSEE gives LICENSOR regardless of when such document is or was received, regardless of any action or inaction on the part of LICENSOR and regardless of any terms in such document to the contrary.

11.2. Any modification or addendum to this Agreement is only valid if memorialized in a LinkTek Custom End User Software License Agreement executed and signed by LICENSOR’S Legal Officer, President, COO or CEO.

12. Successors and Assigns

12.1. Except as explicitly stated herein, this Agreement will be binding upon and will inure to the benefit of the PARTIES and their respective successors and assigns. LICENSOR may assign this Agreement pursuant to a lawful merger or acquisition by another party.

13. Partial Invalidity and Severability

13.1. If any provision of this Agreement is found by a court to be invalid or unenforceable, the PARTIES agree that the court will modify that provision to the least extent necessary to make it enforceable and that the remaining portions of this Agreement will remain in full force and effect.

14. Costs

14.1. The PARTIES will pay their own costs in connection with the initial execution of this Agreement, except that in the event LICENSOR agrees to terms or conditions requested or imposed by LICENSEE which are different from LICENSOR’S standard terms and conditions, including but not limited to the carrying of insurance, then, notwithstanding any term to the contrary in this Agreement or any addenda thereto or any purchase order or document submitted by LICENSEE to LICENSOR, the cost to LICENSOR of implementing any such terms or conditions shall be the responsibility of LICENSEE. The PARTIES shall agree to the amount of such costs prior to LICENSOR being required to incur them.

15. Non-Waiver

15.1. No term or provision of this Agreement shall be deemed waived and no breach shall be deemed excused unless such waiver or consent shall be in writing and signed by the PARTY claimed to have waived or consented. No consent by either PARTY to, or waiver of, a breach by the other shall constitute a consent to, waiver of or excuse for any different or subsequent breach. A failure of either PARTY to enforce any term or provision of this Agreement shall not constitute a waiver of that term or provision, nor shall a failure to enforce a term or provision act to terminate the right of either PARTY to enforce any term or provision, including but not limited to the one violated, at any time.

16. Resolution of Civil Disputes

16.1. The PARTIES agree that any dispute, claim or controversy arising from or relating to this agreement, the SOFTWARE, or the breach, enforcement, interpretation or validity hereof shall be resolved exclusively through litigation.

16.2. Nothing in this Agreement shall prevent either PARTY from seeking temporary, preliminary, permanent injunctive or other equitable relief in the courts specified in Section 17 to protect its confidential information, intellectual property or other proprietary rights.

16.3. If LICENSEE is a U.S. federal government entity, the PARTIES agree that any claims or disputes shall be governed by the Contract Disputes Act of 1978, as amended.

17. Governing Law

17.1. Except as set out in Section 17.2. below, this Agreement shall be governed by the laws of the State of Florida, United States of America. Venue for the resolution of any dispute arising out of this Agreement shall be Pinellas County, Florida, USA or, if that is not possible, the nearest court of competent jurisdiction thereto. The PARTIES agree that such courts shall have exclusive jurisdiction and venue over any dispute arising from this agreement. In the event of a breach of this Agreement or the need for one PARTY to enforce the Agreement, the non-prevailing PARTY will be held responsible for the prevailing PARTY’S reasonable attorney’s fees and costs.

17.2. If LICENSEE is a U.S. federal government entity, this Agreement shall be governed by, and interpreted in accordance with, applicable Federal law and regulations. To the extent that Federal law does not apply and existing State law could be or become applicable to the agreement, the laws of the State of Florida shall apply. Disputes between the PARTIES relating to the execution, performance, validity, interpretation or construction of this agreement that cannot be resolved amicably by the PARTIES shall be submitted to the exclusive jurisdiction of the Board of Contract Appeals or Court of Federal Claims in accordance with the Contract Disputes Act.