CUSTOMER LICENSE AGREEMENT

PG Calc wishes to license the electronic Charitable Gift Annuities: The Complete Resource Manual (the "Electronic Work") and contract with your organization ("Customer") to provide certain support services pursuant to the terms of this license agreement (the "Agreement").

1.  License.  In exchange for Customer's payment of a license royalty (the "Royalty") and a service fee (the "Service Fee"), PG Calc LLC ("PG Calc") hereby grants Customer a non-exclusive, non-transferable license to use the Electronic Work subject to the terms and conditions set forth below.  Only one individual may use the Electronic Work, however the Electronic Work may be installed on more than one of the individual's computers (e.g. office, home, and laptop computers).  Use of the Electronic Work for more than one individual requires the payment of additional royalties and fees to PG Calc.
 
2.  Proprietary Information.  The Electronic Work is copyrighted and contains proprietary information owned or licensed by PG Calc.  Except as provided under Section 1, Customer may not copy the Electronic Work. 

3.  Limited Warranty.   
(a)  PG Calc warrants that the medium on which the Electronic Work is embodied shall remain free from defects in materials and workmanship under normal use for a period of ninety (90) days from the purchase date.

(b)  THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

4.  Remedies.  
(a)  In the event that the Electronic Work does not perform as warranted in Section 3(a), PG Calc agrees to use its reasonable best efforts to correct any defects in the Electronic Work within a reasonable period of time.  If PG Calc is unable to correct the defects within a reasonable time, it shall refund the Royalty upon Customer's return of the Electronic Work.  Notwithstanding the foregoing, if PG Calc determines that the failure of the Electronic Work is due to the incompatibility of Customer's computer, PG Calc's sole obligation and Customer's sole remedy will be the refund of the Royalty, provided Customer returns the Electronic Work within 30 days of the purchase date.

(b)  Any medium that proves defective within the 90 day period set forth in Section 3(a) will be replaced at no charge upon Customer's return of the defective medium to PG Calc. 

(c)  THE REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. 

(d)  IN NO EVENT WILL PG CALC BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, RESULTING FROM THE USE OF OR INABILITY TO USE THE ELECTRONIC WORK, EVEN IF CUSTOMER HAS ADVISED PG CALC OF THE POSSIBILITY OF SUCH DAMAGES.

5.  Service.  In consideration of the Service Fee, PG Calc will for a period of one year from the purchase date (the "Service Period") provide Customer with any upgrades of the Electronic Work ensuring its accuracy and timeliness.  PG Calc may notify Customer of any other upgrades of the Electronic Work by PG Calc and offer Customer such upgrades at PG Calc's then current price for such upgrades.

6.  Continuing Service.  The provisions of Section 5 may be extended for additional one-year periods upon payment by Customer of a service fee equal to PG Calc's then current price for such services.  PG Calc agrees to notify Customer of any increase in the Service Fee over the prior year's price at least 30 days prior to the expiration of each Service Period.

7.  Use of Electronic Work; Indemnification.  
(a)  Customer may not transfer or alienate the Electronic Work in any manner.  Any attempted transfer will automatically terminate the license granted in Section 1.

(b) Customer may adapt, personalize, and reproduce the prototype documents from the Electronic Work that are listed in the Manual under Contents of Prototype Materials in the operation of a gift annuity program, but not for resale or distribution to other persons or organizations.

(c)  This Agreement is not intended to create rights on the part of any third parties.  Customer agrees to indemnify PG Calc and hold it harmless from any loss, damage or expense incurred by PG Calc as a result of Customer's failure to maintain the confidentiality of the Electronic Work.

(d)  PG Calc may use Customer's name in promotional materials with prior permission.

8.  Termination.  Customer's failure to comply with any of the terms of this Agreement will permit PG Calc to terminate the license granted in Section 1 with written notice to Customer.  Customer may voluntarily terminate this license with thirty days written notice to PG Calc.  Upon termination for any reason, Customer shall return all copies of the Electronic Work in its possession to PG Calc. 

9.  Notices.  All communications shall be sent to PG Calc Incorporated at 129 Mount Auburn Street, Cambridge, MA 02138 and to Customer at the primary address shown in PG Calc's records unless one party notifies the other of a change of address.  Notice shall be made in person or by U.S. Mail.  Notice shall be considered given when made, if made in person, and five days following deposit in the U.S. Mails, if made by mail.

10.  Governing Law.  This agreement shall be governed by and construed in accordance with the domestic substantive laws of the Commonwealth of Massachusetts without regard to any choice-of-law provision that would cause the application of the domestic substantive laws of any other jurisdiction. 

11.  Severability.  If any provision of the Agreement is held invalid by any law of any government or by the final determination of any state or Federal court, such invalidity shall not affect the enforceability of any provisions not held invalid.  

12.  Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

13.  Complete Agreement.  This agreement contains a complete statement of all the arrangements between the parties, supersedes all existing agreements between them and cannot be changed except by a writing signed by both parties.
