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CCH ProSystem fx Master

Software License Agreement

This CCH ProSystem fx Master Software License Agreement (this “Agreement”) is made by and between CCH Incorporated, a Wolters Kluwer business (“CCH”), and

Customer (as defined below), and governs Customer’s use of the Software as set forth in the Order Form which contains a link to this Agreement, effective as of

the date Customer signed the Order Form or otherwise purchased or renewed a License to the Software. This Agreement will continue to govern all other on-

premise Software (or Global fx Tax) that are listed on any future Order Form(s) unless and until a future Order Form contains a link to an updated written license

agreement on CCH’s website.

1. DEFINITIONS. In addition to other terms defined elsewhere in this

Agreement, the terms below will be defined as follows:

1.1. “Authorized User” means an individual user who is either, as

applicable per the terms of the Order Form: (a) properly covered

under a purchased User License or a Network License, or (b) an

employee of Customer who uses the Software on behalf of Customer as

otherwise permitted hereunder and/or under the applicable Order

Form. An Authorized User must be a full-time or part-time employee

(but may be a contract/temporary employee) working for Customer

primarily at the Designated Office(s) for the purpose of assisting

Customer in its day-to-day business activities (subject to the other

terms and conditions of this Agreement, including, without limitation,

subsection 2.3). An Authorized User does not acquire individual rights

in the Software or Deliverables other than the right to use the

software on Customer’s behalf and pursuant to the rights granted to

Customer and subject to the terms and conditions herein.

1.2. “Client” means any third party client of Customer that has entered

into a direct agreement with Customer for tax and/or accounting

services.

1.3. “Customer” means the person or entity identified as the customer in

the Order Form(s). The term “Customer” can also include a wholly

owned subsidiary of the primary Customer, provided that such entity is

specifically named as a covered entity on the applicable Order Form.

1.4. “Deliverables” means all ancillary services, and the related benefits,

available from time-to-time from, and as determined in the discretion

of, CCH or its affiliates for use in connection with the Software

(including but not limited to: product support, Updates, electronic

filing, and access to the Global fx Tax online platform).

1.5. “Designated Office(s)” means the site(s), location(s), and/or

address(es) for which Customer licenses the Software as identified in

the Order Form.

1.6. “Fees” means the fees payable by Customer to CCH under the Order

Form(s) and this Agreement.

1.7. “Global fx Tax” means the online platform version of the ProSystem

fx Tax software title. A License to Global fx Tax will also include a

copy of ProSystem fx Tax.

1.8. “License(s)” means the licenses granted to Customer to use the

Software as provided under subsection 2.1 of this Agreement in

connection with the execution of an Order Form.

1.9. “Order Form” means (i) a written order in a form approved by CCH

and executed by Customer that provides for Customer’s acquisition of

a License to the Software, (ii) any order form associated with any

License for additional Software title(s) that are requested by Customer

and sent to Customer by CCH, which Customer accepts by making a

payment therefor; or (iii) any renewal form for License(s) sent to

Customer by CCH under which Customer exercises its right to renew.

1.10. “Software” means the particular ProSystem fx or CorpSystem software

title(s) in object code form that are identified in the Order Form(s) for

Customer, including the files, databases, documentation, materials,

modifications, revisions, optional features, enhancements, and

Updates, if any.

1.11. “Updates” means all minor revisions, patches, fixes, and other

improvements (version upgrades excluded) provided by CCH as part of

CCH’s support, in its sole discretion, to a particular version of the

Software.

1.12. “User License” means the rights granted by CCH to a particular

individual to use the Software, pursuant to the terms of this

Agreement.

2. LICENSE, RESTRICTIONS & OWNERSHIP

2.1. License.

2.1.1. Grant of License. Subject to the terms and conditions of

this Agreement, CCH grants to Customer a limited,

nontransferable, nonexclusive right and license to use, and

to permit Authorized Users to use, the Software solely for

internal use and for the purpose of performing tax and/or

accounting services for Clients without any further right to

use, sublicense, distribute, transfer or transmit the

Software. End users of the Software must be Authorized

Users for which customer has purchased a User License,

which has been established and documented in an Order

Form. Except as provided in Section 2.1.2, the Software

may only be used by Authorized Users who primarily work

out of a Designated Office. Customer may obtain a license

for additional locations only if included in the Order Form

and payment of the applicable Fees has been made in

advance of any use by Authorized Users who primarily work

out of such locations.

2.1.2. Unique Usage Licensing. Certain software products may

require additional licensing arrangements for unique uses.

For example, if Authorized Users desire to use the

ProSystem fx Tax software on mobile computers for

business travel outside of the Designated Office(s), the

Order Form will provide for an off-site License and Fee.

2.1.3. Global fx Tax. This Agreement also governs the License to

the Global fx Tax software, if such product is ordered. The

License for use of Global fx Tax must be registered to a

particular Designated Office and may only be used by

Authorized Users primarily working out of such Designated

Office, but may be accessed from any location by such

Authorized User. CCH may include functionality that is

documented and intended to allow Customer’s Clients to

access Customer’s online account to view data specific to

such Client and in such circumstances Customer may

provide such limited access to its Clients.

2.1.4. Condition of License. The License(s) granted to Customer

under this Agreement are conditioned upon Customer’s

compliance with the terms of this Agreement and the Order

Form(s), including, but not limited to, the timely payment

of all applicable Fees.

2.2. Back-up Copies. Customer may make a reasonable number of copies

of the installed Software solely for back-up purposes. All copies of the

Software, including (without limitation) translations, compilations and

partial copies, are governed by this Agreement.

2.3. Restrictions. Without a separate written agreement with CCH,

Customer must not do or attempt to do, or permit others to do or

attempt to do, any of the following: (a) create derivative works of,

copy or modify the Software in any way, except as permitted in

subsection 2.2; (b) remove or modify CCH’s copyright notices,

trademark, logo, legend or other notice of ownership from any

originals or copies of the Software; (c) access, view, read, modify,

reverse compile, reverse assemble, disassemble or print the Software’s

source code or object code or other runtime objects, components or

files distributed with the Software; (d) otherwise reverse engineer,

modify or copy the look and feel, functionality or user interface of any

portion of the Software; (e) defeat, disable or circumvent any

protection mechanism related to the Software; (f) rent, lease,

distribute (or redistribute), provide or otherwise make available the

Software, in any form, to any third party (including in any service

bureau or similar environment); (g) share use or access of the Software

with other practitioners (including outsourcers performing work for

Customer) who are not Authorized Users in Customer’s practice, even

if Customer shares office space or equipment; (h) share Online

Account or Online Account Access Information with third parties; (i)

link to, “frame” or “mirror” Global fx Tax or any portion thereof; (j)

use the Software to process the data of Clients of a third party

(whether on an outsourcing, service bureau, or other basis); (k) install

a copy of the Software at an office location not registered and/or

licensed as a Designated Office with CCH; or (l) publish, distribute (or

redistribute) or sell any document retrieved through the Software

(even if in the public domain) to any individual or entity outside of

Customer’s own firm, except for documents prepared for Customer’s

clientele within the scope of the normal and intended use of the

Software. In addition, Customer shall not violate or attempt to violate

the security of CCH’s networks or servers, including (x) accessing data

not intended for Customer or log into a server or account which

Customer is not authorized to access; (y) attempting to probe, scan or

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test the vulnerability of a system or network or to breach security or

authentication measures without proper written request and

authorization; or (z) attempting to interfere with service to any user,

host or network, including by means of submitting a virus, overloading,

flooding, spamming, mail bombing or crashing.

2.4. Unauthorized Acquisition. CCH prohibits anyone from using the

Software or Deliverables or any other software from CCH that has been

improperly obtained and/or accessed. For purposes of illustration, but

not limitation, examples include software or Deliverables that are: (a)

acquired from an unauthorized reseller or distributor; (b) pirated,

cracked or hacked, including through the use of Online Account Access

Information established for use by another individual; (c) acquired

with the intent or for the purpose to use in a manner that is illegal,

fraudulent, in violation of this Agreement or otherwise outside the

normal, stated and/or reasonably understood purpose of the Software;

or (d) acquired with the use of false or inaccurate statements and/or

information (e.g., false name, contact information, EFIN, or payment

information; false declaration of the total number of end users; or

false claim of ownership of multiple business locations with the

intention of obtaining a multi-office discount).

2.5. Reservation of Rights & Ownership of Developed Materials. CCH and

its affiliates, and any applicable licensors, retain all intellectual

property and other rights in the Software (including, without

limitation, all patent, copyright, trade secret, trade name, trademark,

and other proprietary rights related to the Software and Deliverables,

which are protected under United States intellectual property laws

and International Treaty Provisions). Unauthorized use of any of the

Software or Deliverables will result in cancellation of this Agreement

as well as possible civil damages and criminal penalties. Customer is

not permitted to use “CCH,” “ProSystem fx,” “CorpSystem” or any

other trade or service marks of CCH or any of its affiliates in

Customer’s announcements, advertising or other materials unless

expressly agreed to in writing by an authorized representative of CCH.

Customer acknowledges and agrees that CCH and its affiliates’ and any

applicable licensors’ retention of contractual and intellectual property

rights is an essential part of this Agreement. CCH and its affiliates and

any licensors (as applicable) will own and Customer hereby assigns to

CCH all rights in (i) any copy, translation, modification, adaptation or

derivative work of the Software and Deliverables, including any

improvement or development thereof, whether provided as part of

Support, Services or otherwise, and whether or not developed by or for

the Customer, and (ii) any suggestions, ideas, enhancement requests,

feedback, or recommendations provided by or on behalf of Customer.

2.6. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided

with RESTRICTED RIGHTS. Use, duplication or disclosure of the

Software by the United States Government is subject to restrictions as

set forth in FAR 12.212 or DFARS 227.7202-1(a), 227.7202-3(a) and

227.7202-4 (1995) and, to the extent required under U.S. federal law,

the minimum restricted rights as set out in FAR 52.227-19 (DEC 2007)

or FAR 52.227-14 (DEC 2007). To the extent any Technical Data is

provided pursuant to the Agreement, such data is protected per FAR

12.211 and DFARS 227.7102-2 and to the extent explicitly required by

the U.S. Government, is subject to limited rights as set out in DFARS

252.227.7015 (NOV 1995) and DFARS 252.227-7037 (SEPT 1999). In the

event that any of the above referenced agency regulations are

modified or superseded, the subsequent equivalent regulation will

apply. The name of the manufacturer is CCH Incorporated, 2700 Lake

Cook Rd, Riverwoods, IL 60015-3867. If Customer is an agency,

department, or other entity of any State government, the United

States Government or any other public entity or funded in whole or in

part by the United States Government, then Customer hereby agrees

to protect the Software from public disclosure and to consider the

Software exempt from any statute, law, regulation, or code, including

any Sunshine Act, Public Records Act, Freedom of Information Act, or

equivalent, which permits public access and/or reproduction or use of

the Software.

3. FEES AND PAYMENT

3.1. Fees. Customer must pay to CCH the Fees set forth in the Order

Form. Additional Fees, as documented on an Order Form, may be

charged for Services, additional Support, or Customer’s use of certain

Deliverables. Customer agrees to pay such Fees for such Deliverables

when due, in accordance with the terms of this Agreement and the

applicable Order Form. The Order Form(s), published product

descriptions or other documents that may be provided in connection

with the Deliverables will contain information concerning the

applicable Fees. All Fees are due and payable within thirty (30) days

of the invoice date. CCH will assess a late payment Fee equal to the

lesser of one and one-half percent (1½%) of the unpaid amount or the

highest interest rate allowed by applicable law for each succeeding

thirty (30) day period or portion thereof in which Fees are not paid in

full. ALL SALES ARE FINAL.

3.2. License Based on Volume of Processed Tax Returns. This provision is

applicable only if Customer obtained a License that is volume-based

with respect to the overall number of processed tax returns during the

applicable Term (“Volume-Based License”). If the actual volume of

processed tax returns is greater than the volume of estimated

processed tax returns designated or confirmed by Customer at the

time of order or renewal (and where such volume was used in the

determination of the applicable License Fee), CCH reserves the right

to charge Customer the difference between the License Fee for the

estimated volume of processed tax returns and the License Fee for the

actual number of processed tax returns during the relevant Term.

Customer shall pay such amount within thirty (30) days of receiving an

invoice from CCH.

3.3. Taxes. Fees are exclusive of any taxes, assessments or duties that

may be assessed upon the Software, License(s), Services or

Deliverables granted under this Agreement or on third-party fees

disclosed in the Order Form, including, without limitation, sales, use,

excise, value added, personal property, electronic/Internet

commerce, export, import and withholding taxes. Customer is

responsible for directly paying any such taxes assessed against it, and

Customer will promptly reimburse CCH for any such taxes payable or

collectable by CCH. Such taxes do not include taxes based upon CCH’s

income. Taxes are calculated on product plus additional charges,

where applicable. Taxes include state and local sales or use taxes and

are based upon the Customer's deliver-to address and/or Designated

Office location(s). Tax exemption certificates, if any, must be

submitted at the time of order.

4. TERM & TERMINATION

4.1. Expiration of Deliverables. Subject to the terms of subsection 4.2 -

4.5, the License granted under this Agreement to use the Software will

be perpetual. Customer’s access to the Deliverables will expire one

(1) year from the initial date of delivery for the particular Software

that included such Deliverables. Notwithstanding the term set forth

above, access to Global fx Tax and the Deliverables associated with

the following products (ProSystem fx Tax, ProSystem fx Outsource, and

ProSystem fx Planning) will expire on November 30th of the tax

processing year for which such particular Software was purchased (for

example, the 2012 tax year software, which is used in the 2013 tax

filing season, will expire on November 30, 2013), unless stated

otherwise on the applicable Order Form.

4.2. Expiration of Agreement. This Agreement will stay in effect until the

expiration of the right to use the last Deliverable governed by this

Agreement. The following sections will survive the expiration of this

Agreement under this subsection 4.2: subsections 5.3, 8.3, 8.4, 8.5 and

8.6, and Sections 1, 2, 4, 7, 9, 10 and 11.

4.3. Termination of Agreement for Cause by CCH.

4.3.1. This Agreement, including both the License(s) and

Deliverables provided hereunder, may be terminated by CCH

for cause, in its sole discretion: (i) immediately upon notice to

Customer if Customer commits an incurable breach of the

terms or conditions of this Agreement, (ii) if Customer fails to

cure a curable breach of this Agreement within thirty (30)

days of being provided with notice of such breach; or (iii) if

any Fees remain unpaid for a period of thirty (30) days after

due.

4.3.2. Upon termination under this subsection 4.3, the License(s)

granted hereunder will terminate and Customer must cease all

further use of the Software and Deliverables and at CCH’s

direction, either return to CCH, or destroy, all copies of the

Software. Upon request of CCH, Customer must certify in

writing to CCH that it has destroyed or returned all copies of

the Software and that Customer and its Authorized Users are

no longer using any applicable Software previously licensed

hereunder.

4.3.3. Termination of this Agreement pursuant to this subsection 4.3

will not require payment of a refund to Customer and will not

affect: (a) Customer’s obligation to pay any Fees due, or (b)

any remedies available to CCH by law or equity.

4.3.4. The following sections will survive termination of this

Agreement under this subsection 4.3: subsections 2.3, 2.5,

2.6, 4.3, 8.3, 8.4, 8.5 and 8.5, and Sections 1, 9, 10 and 11.

The survival provision in subsection 4.2 will not apply to

termination of this Agreement under this subsection 4.3.

4.4. Suspension of Access. In addition to any other suspension or

termination rights of CCH pursuant to this Agreement, CCH may

suspend or terminate Customer’s use of the Software or the

Deliverables without notice as, in CCH’s judgment, is reasonably

necessary in order to: (a) prevent damages to, or degradation of the

integrity of, CCH’s software, network or other systems; (b) comply

with any law, regulation, court order, or other governmental request

or order which requires immediate action; or (c) otherwise protect

CCH from potential legal liability or harm to its business. CCH will use

commercially reasonable efforts to notify Customer of the reason(s)

for such suspension or termination action as soon as reasonably

practicable. In the event of a suspension, CCH will promptly restore

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use of the Software to Customer as soon as the event giving rise to the

suspension has been resolved as determined in CCH’s discretion.

Nothing contained in this Agreement will be construed to limit CCH’s

actions or remedies or act as a waiver of CCH’s rights in any way with

respect to any of the foregoing activities.

4.5. Renewals. Customer may be able to renew, pursuant to the terms and

conditions of this Agreement (and subject to Section 11.1 hereof), its

previously purchased Software by paying the then-applicable renewal

Fees as set forth in the renewal Order Form. After renewing, Customer

will obtain a new version of the Software title that was renewed when

such version becomes available and an additional annual term of

Deliverables. CCH, in its discretion and for any reason, may decide

not to renew Customer’s access to Deliverables and/or upgraded

Software; in which case, CCH will make a reasonable effort to notify

Customer of this decision prior to the expiration of Customer’s then-

current term.

5. UPDATES, PRODUCT SUPPORT & ADDITIONAL SERVICES

5.1. Updates. CCH may, from time to time, provide Customer with

Updates of the Software. However, supplying Updates will be at CCH’s

discretion and CCH will have no obligation, express or implied, to

provide Updates. Customer agrees to install all available Updates to

the Software and acknowledges that Customer’s failure to do so is at

Customer’s sole risk. CCH reserves the right to charge additional

license Fees for any optional and ancillary features and/or

functionality it may market in connection with the Software.

5.2. Support. CCH may also offer product support for the Software

remotely from CCH’s offices. Support shall not include, and CCH will

not provide, any tax, legal or other professional or expert advice of

any kind, including, but not limited to: the appropriate handling of tax

and accounting issues, or otherwise. Support for prior year versions of

the Software may be more limited and is only available in CCH’s

discretion. CCH, at its sole discretion, may choose to only support the

current and prior year version of any particular Software title. CCH

may also choose not to support software that is not installed on

hardware that meets CCH’s standard published system requirements

(available at http://support.cch.com/). Customer agrees that

Customer and/or Customer’s agents or employees will not knowingly

place more than one call at any given time to CCH’s telephone support

number(s) regarding the same situation, support question, issue or

matter. CCH reserves the right to terminate Customer’s access to

product support if it determines that Customer is committing acts that

are disruptive to the service (e.g., placing multiple calls at one time;

being verbally abusive to support representatives; providing Clients

with access information to CCH customer support lines, etc.).

5.3. Data Retention. CCH will use reasonable efforts to retain the data

that Customer has properly submitted to CCH’s online servers for at

least one year following the year in which Customer submitted any

such data. CCH will then maintain the data in accordance with its

internal business practices. It is Customer’s responsibility to backup

onto Customer’s own local system all data and records that Customer

submits to CCH.

5.4. Miscellaneous. Updates and support are Deliverables and are

available to Customer for the term specified in subsection 4.1. CCH

reserves the right to modify its Update and support policies,

procedures and related Fees from time to time.

6. SERVICES

6.1 General. CCH may offer certain additional services related to the

Software. Such services may include, but are not limited to: (i)

implementation services; (ii) training for Customer personnel; (iii) file

conversion services; and (iv) any other services specifically identified

in an Order Form (hereinafter referred to as “Services”). CCH will

provide Services, at Customer’s election and following Customer’s

signature and CCH’s acceptance of an Order Form describing the

nature, scope, project assumptions, fees, duration, location(s) of the

covered Services, in each case in accordance with and subject to the

terms and conditions of this Agreement.

6.2 Services Performance; Customer Support. In performing Services,

CCH may assign CCH personnel, authorized agents or qualified third-

party contractors (“Consultants”). Customer agrees to provide the

information, facilities, personnel and equipment, including, if

applicable, suitably configured computers that may reasonably be

identified by CCH as essential to the performance of any Services.

Customer shall advise CCH of any hazards to the health and safety of

CCH’s personnel on the Customer’s premises and provide CCH’s

personnel with appropriate information regarding applicable safety

and security procedures.

6.3 Services Pricing. Unless otherwise provided in the applicable Order

Form, all Services shall be provided on a time and expense/materials

basis at CCH’s then current rates. CCH reserves the right to impose a

higher rate for Services performed upon the request or with the

approval of Customer in excess of a forty (40) hour week or during

weekend or holiday periods. Estimates are provided for Customer’s

information only and are not guaranteed. Customer shall pay or

reimburse CCH for all reasonable travel and other out-of-pocket

expenses incurred in connection with CCH’s performance of Services

hereunder.

7. CUSTOMER’S PROFESSIONAL RESPONSIBILITY AND WARRANTIES

7.1. Professional Responsibility. Customer understands, agrees and

acknowledges that:

7.1.1. Use of the Software does not relieve Customer of

responsibility for the preparation, content, accuracy, and

review of tax returns prepared by Customer while using the

Software or any other work product generated by Customer

while using the Software;

7.1.2. Customer will review any computations made by the Software

and satisfy itself that those computations are correct;

7.1.3. Customer will neither inquire nor rely upon CCH for tax, legal

or other professional or expert advice of any kind;

7.1.4. Customer will retrieve in a timely manner any electronic

communications made available to Customer by CCH (for

example, electronic filing transaction data such as

acknowledgements and e-mail messages in Customer’s

mailbox); and

7.1.5. Customer is fully and solely responsible for: (a) selection of

adequate and appropriate versions of the Software to satisfy

Customer’s business needs and achieve Customer’s intended

results; (b) use of the Software; (c) all results obtained from

the Software; (d) selecting, obtaining and maintaining all

hardware, software, computer capacity, Internet service,

program and system resources and other equipment and

utilities needed to install and use the Software, and for all

costs associated therewith; and (e) selection, use of, and

results obtained from any other programs, computer

equipment or services used with the Software.

7.2. Customer’s Representations. Customer represents, warrants and

covenants that:

7.2.1. Customer has full power and authority to enter into the Order

Form and this Agreement and to perform its obligations

hereunder, and that the Order Form, which incorporates the

terms and conditions of this Agreement, has been duly

authorized, executed and delivered by Customer and

constitutes a valid and binding obligation of Customer;

7.2.2. Customer is licensing the Software solely for Customer’s own

use and/or to provide tax and accounting services to

Customer’s direct Clients and, to the extent Customer has

obtained a Volume-Based License, Customer has provided or

confirmed to CCH a good faith estimate of the number of tax

returns Customer expects to process during the applicable

Term, which number is then used by CCH to determine the

appropriate License Fee;

7.2.3. Customer will not use the Software to create a product,

service or database that competes with CCH, the Software or

Deliverables;

7.2.4. Customer is responsible for complying with all rules,

regulations and procedures of local, state, federal and

foreign authorities applicable to Customer and its business,

including, without limitation, all rules, regulations and

procedures of the Internal Revenue Service;

7.2.5. Customer will protect all usernames, passwords and other

access information, will promptly notify CCH of any

unauthorized use of such information or other breach of

security of which Customer has knowledge, will be responsible

for any harm resulting from Customer’s failure to properly

carry out the foregoing responsibilities, will assist in

preventing recurrence of any security breach that results from

Customer’s acts or omissions, and will otherwise cooperate

fully in any proceedings undertaken to protect the rights of

CCH;

7.2.6. Customer has all rights necessary to legally transmit any data

or information to CCH’s networks or servers, and the

possession, storage and use by CCH of such data or

information will not infringe, misappropriate or otherwise

violate the intellectual property rights, or other rights, of any

third party;

7.2.7. Customer will be solely responsible for compliance with this

Agreement by the Authorized Users and, to the extent

applicable, all Clients;

7.2.8. Customer has sole responsibility for all data, information,

records or files that are uploaded and/or stored on CCH’s by

or on behalf of Customer.

7.2.9. Customer is not prohibited by a third-party agreement from

entering into the terms and conditions of this Agreement; and

7.2.10. Customer will not otherwise violate the rights of any third

party while using the Software.

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7.3. Electronic Filing Representations. The following electronic filing

terms and conditions will apply to electronic filing services and are in

addition to all other terms and conditions contained within this

Agreement:

7.3.1. Customer agrees that Customer will comply with all State

and/or Federal electronic filing and direct deposit/direct

debit rules and regulations as shall be in effect from time to

time.

7.3.2. Customer acknowledges and agrees that all EFINs used by

Customer and provided to CCH are registered to Customer or

else are registered to an Authorized User who is using the

Software on behalf of Customer.

7.3.3. Customer acknowledges and agrees that CCH may use as its

sole criterion for recognizing and accepting Customer’s

“Authorization” (which will be defined as such instructions as

CCH, in its sole discretion, may issue to Customer from time

to time to authorize CCH to electronically transmit a specified

return to the IRS for filing) Customer’s release of the

electronic file to the Electronic Filing Status System, at which

point CCH will be authorized to electronically transmit to and

file with the IRS those of Customer’s tax returns specified in

the Authorization for that electronic file release. Customer

agrees to take full responsibility for any and all liability arising

from the use or misuse of its internal electronic filing

processes and the filing of tax returns with the IRS and any

other taxing authority resulting therefrom.

7.3.4. Authorization may be by Customer’s computer-initiated

Authorization or may be given by Customer’s written,

facsimile or telephonic confirmation of Customer’s

Authorization, for which Customer assumes the risk.

Telephone Authorization will be deemed given if Customer

provides CCH with the following information via the

telephone: Customer’s Submission ID or DCN, Customer’s EFIN,

Customer’s CCH account number, taxpayer name and name

and title of caller.

7.3.5. Customer acknowledges and agrees that Customer is solely

responsible for any direct deposit or direct debit option which

Customer elects in accordance with applicable federal and

state signature authorization forms (or any other similar

form(s)) and that Customer is solely responsible for providing

all complete, correct and necessary information directly to

the IRS and any other taxing authority with respect to the

same.

7.3.6. Customer acknowledges and agrees that CCH cannot

guarantee that taxing authorities will accept all returns due to

circumstances that are beyond CCH’s reasonable control.

Customer agrees to review the electronic filing and

remittance status after submission to confirm the file was

accepted. For jurisdictions that do not accept electronic

remittance, Customer must submit returns using standard

paper methods.

7.4. Indemnification. Customer agrees to indemnify and hold harmless

CCH, its employees, officers, directors and affiliates against any and

all liability (including damages, recoveries, deficiencies, interest,

penalties and reasonable attorney’s fees) to third parties (including,

but not limited to, any Clients, the United States government and any

taxing authorities) relating to: (a) Customer’s breach of any of its

obligations, representations and/or warranties under this Agreement;

or (b) except to the extent of claims for which CCH is liable under

Section 8 below, Customer’s use of the Software, the Deliverables

and/or third party software, application or service.

8. CCH WARRANTIES

8.1. CCH’s General Warranties. CCH represents and warrants that: (a) it

has title to the Software or the right to grant Customer the rights

granted hereunder; (b) the Software and Deliverables do not violate

any third party’s United States patent, copyright or trade secret

rights; and (c) CCH has not knowingly inserted any virus or similar

device to erase data. Customer’s sole and exclusive recourse and

remedy – and CCH’s sole, exclusive and entire liability – for a breach of

items (a) and (b) by CCH shall be the exercise of its indemnity rights

under subsection 8.2 below. For a breach of item (c) Customer’s sole

and exclusive recourse and remedy – and CCH’s sole, exclusive and

entire liability – shall be to terminate the Agreement and obtain a

refund of the Fees paid for the directly affected Software less an

allocation for use made by Customer prior to the breach.

8.2. Indemnification by CCH.

8.2.1. Subject to the other terms and conditions set forth herein,

CCH agrees to defend Customer, its employees, officers,

directors and affiliates at CCH’s sole cost and indemnify

Customer (by paying for damages finally awarded against

Customer or any amounts payable in any settlement entered

into in compliance with this Agreement) from and against any

claims, demands, actions or proceedings by any unaffiliated

third party alleging that the Software hereunder infringes or

violates any third party’s United States patent, copyright or

trade secret rights; provided that: (i) CCH is notified promptly

in writing of the claim; (ii) CCH controls the defense,

settlement and approval of the claim; and (iii) Customer

reasonably cooperates, assists and gives all necessary

authority to CCH and reasonably required information in

connection with the defense or settlement of the claim.

8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will

not apply if and to the extent that they arise from or relate

to: (i) the use of the Software in any form or substance other

than as provided by CCH hereunder and as required to be used

by Customer hereunder; (ii) the modification of the Software

by Customer or any third party not authorized in writing by

CCH to do so; (iii) the use of the Software in combination with

any intellectual property, services, reports, documentation,

hardware, software, data or technology not supplied by CCH

or approved by CCH in writing; or (iv) any data or information,

or other intellectual property, supplied by Customer or an

Authorized User or third party (other than CCH).

8.2.3. If the Software becomes, or in CCH’s opinion, is likely to

become, the subject of a third party claim covered by CCH’s

indemnification obligations under subsection 8.2.1, then CCH

may, in its sole discretion and at its sole cost and expense: (i)

procure for Customer the right to continue using such

Software; (ii) modify the infringing portion of the Software so

as to render it non-infringing but still appropriate for its

intended use under this Agreement; or (iii) replace the

infringing portion of the Software with non-infringing items

with substantially similar functionality. If CCH reasonably

determines that none of the foregoing is commercially

practicable, then CCH may elect to terminate this Agreement

and grant Customer a refund of the Fees paid for the affected

Software less an allocation for use made by Customer prior to

the termination. This Section 8.2.3 states CCH’s entire

liability and the sole and exclusive remedy of Customer, its

employees, officers, directors and affiliates and any

Authorized User with respect to any actual or claimed

infringement or other violation of any third party’s

intellectual property rights.

8.3. Limited Warranty. EXCEPT AS STATED IN SUBSECTION 8.1, THE

SOFTWARE AND THE DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTY

OF ANY KIND, EITHER EXPRESS OR IMPLIED. CCH DISCLAIMS AND EXCLUDES ANY

AND ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, IRRESPECTIVE OF ANY COURSE OF DEALING OR PERFORMANCE,

CUSTOM OR USAGE OF TRADE. CUSTOMER BEARS THE ENTIRE RISK AS TO THE

QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE DELIVERABLES. CCH

DOES NOT WARRANT THAT USE OR OPERATION OF THE SOFTWARE OR

DELIVERABLES WILL BE UNINTERRUPTED, THAT THEIR USE OR OPERATION WILL

BE ERROR OR DEFECT FREE, THAT ALL APPLICATION DEFECTS WILL BE

CORRECTED OR THAT THE SOFTWARE WILL PROPERLY OPERATE ON ANY

SPECIFIC OPERATING SYSTEM OR COMPUTER HARDWARE OR CONFIGURATIONS

OR BEFORE OR AFTER ANY SPECIFIC DATE OR TIME PERIOD. CUSTOMER WILL BE

SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE

SOFTWARE AND CCH WILL HAVE NO LIABILITY THEREFOR. NO EMPLOYEE OR

AGENT OF CCH OR ANY OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY

STATEMENT THAT ADDS TO OR AMENDS ANY OF THE WARRANTIES OR

LIMITATIONS CONTAINED IN THIS AGREEMENT.

8.4 Limitation of Liability and Damages. NEITHER PARTY (AND, IN THE

CASE OF CCH, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS,

SUBCONTRACTORS AND LICENSORS) WILL HAVE ANY LIABILITY TO THE OTHER

OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CONTRACTOR,

AGENT, AFFILIATE OR CLIENT OF CUSTOMER) FOR ANY LOSS OF PROFITS, SALES,

BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR

DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR

NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE

SOFTWARE, AND/OR DELIVERABLES. THE FOREGOING LIMITATION OF LIABILITY

SHALL NOT APPLY WITH RESPECT TO ANY VIOLATION OF EITHER PARTY’S

INTELLECTUAL PROPERTY RIGHTS AS SET FORTH HEREIN. THE TOTAL LIABILITY

OF CCH AND ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS,

SUBCONTRACTORS AND LICENSORS) TO CUSTOMER OR ANY THIRD PARTY

RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE SOFTWARE,

AND/OR DELIVERABLES FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL

NOT EXCEED THE TOTAL FEES FOR THE SOFTWARE PAID HEREUNDER BY

CUSTOMER IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE SUCH CLAIM

OR CAUSE OF ACTION FIRST AROSE. CCH is not an insurer with regard to

performance of the Software or Deliverables. Customer agrees to assume the

risk for: (a) all liabilities disclaimed by CCH contained herein, and (b) all

alleged damages in excess of the amount of the limited remedy provided

hereunder. The allocations of liability in this subsection 8.4 represent the

agreed, bargained-for understanding of the parties and CCH’s compensation

hereunder reflects such allocations. THE LIMITATION OF LIABILITY AND TYPES

OF DAMAGES STATED IN THIS AGREEMENT ARE INTENDED BY THE PARTIES TO

APPLY REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING,

WHETHER IN TORT, CONTRACT OR OTHERWISE, AND REGARDLESS OF WHETHER

ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS

ESSENTIAL PURPOSE.

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8.5 Internet Connectivity; Disclaimer. CCH (either itself or through a

third party) may make certain Deliverables available for access via the

Internet. Customer shall provide, at Customer’s own expense, all necessary

hardware, applications and Internet connectivity necessary to access such

Deliverables. Customer acknowledges that the Internet is known to be

unpredictable in performance and may, from time to time, impede access to

the Deliverables or performance hereunder. Customer agrees that CCH is not

in any way responsible for any interference with Customer’s use of or access to

the Deliverables arising from or attributable to the Internet and Customer

waives any and all claims against CCH in connection therewith.

8.6 Third Party Products. The Software, Deliverables and/or Services

offered hereunder may contain third-party components. In addition, some

Deliverables and/or other products used in connection with the Software may

be offered through CCH but will be provided by third-parties. All rights and

obligations with respect to such Deliverables and/or products will be governed

exclusively by the terms and conditions of agreements (if any) provided by

licensors of said third-party Deliverables and/or products, and Customer hereby

releases CCH from all liability and responsibility with respect thereto.

9. DISPUTE RESOLUTION

9.1. Licensing Audit. Upon CCH’s written request, Customer must furnish

CCH with a signed certificate verifying that Customer’s version of the

Software is being used (a) pursuant to the terms of this Agreement, (b)

only at the Designated Office(s) and (c) only by Authorized Users. At

its expense, CCH may, itself or by third party agents, audit Customer’s

compliance with the requirements of this Agreement. Any such audit

will be conducted not more than once per calendar year and during

regular business hours at Customer’s facilities and will not

unreasonably interfere with Customer’s business activities. During any

such audit CCH and its designees may have access to Customer’s

computer systems and records and conduct forensic reviews thereof

and may interview any of Customer’s current and former employees

and contractors. If CCH determines that Customer has not paid

appropriate license or other Fees for use of the Software or

Deliverables at any location, Customer will be invoiced for such license

and other Fees, plus an additional 1.5% monthly interest rate, or the

maximum lawful amount, of the unpaid Fees (dating back to the time

when such Fees should have been paid). Customer shall pay (directly

or by reimbursing CCH) the reasonable cost of the audit if the audit

detects unpaid Fees that exceed five percent (5%) of the total Fees

actually paid for the period so audited. This right shall not limit or

preclude any additional remedies available to CCH provided by law or

equity.

9.2. Limitations Period. Except for collection actions which may be

brought by CCH at any time and without limiting claims for

indemnification hereunder, any claim or cause of action arising under

or otherwise relating to this Agreement, any Order Form, or the

Software or the Deliverables or other subject matter hereof or

thereof, whether based on contract, tort (including negligence) or

otherwise, must be commenced within one year from the date such

claim or cause of action first arose.

9.3. Jurisdiction. The parties hereto, and each of them, acknowledge that

they have had the opportunity to be represented by independent

counsel of their choice prior to entering into an Order Form

incorporating the terms and conditions of this Agreement. Customer

agrees that this Agreement shall be interpreted and enforced

according to the laws of the State of Illinois, without any regard to

conflicts of law rules, and shall be treated as if executed and

performed in Cook County, State of Illinois. All disputes arising out of

or relating to this Agreement and/or Deliverables shall be instituted

and prosecuted exclusively in Cook County, State of Illinois, with

Customer specifically consenting to extraterritorial service of process

for that purpose. The parties agree that the United Nations

Convention on Contracts for the International Sale of Goods shall not

apply in any respect to this Agreement or to the parties in general.

9.4. Waiver of Jury Trial. EACH PARTY, TO THE EXTENT PERMITTED BY

LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS

RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING

ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDR FORM

OR THE SUBJECT M,ATTER HEREOF OR THEREOF.

9.5. Enforcement. Customer will pay all of CCH’s attorneys’ fees and costs

and expenses incurred in the enforcement of any of the provisions of

this Agreement.

9.6. Remedies. Customer acknowledges that the Software, Deliverables

and other proprietary information of CCH are unique and that, in the

event of any breach of this Agreement by Customer, CCH may not have

an adequate remedy at law, and will be entitled to seek injunctive or

other equitable relief without the necessity of proving actual damages.

Unless specifically stated otherwise elsewhere in this Agreement, the

various rights, options, elections, powers and remedies of a party or

parties to this Agreement shall be construed as cumulative and no one

of them exclusive of any others or of any other legal or equitable

remedy, which said party or parties might otherwise have in the event

of breach or default in the terms hereof.

9.7. Notices. All notices, demands, consents or requests given by a party

hereto must be in writing and sent by delivery via a third party,

nationally recognized tracked express mail service, postage prepaid,

addressed to either Customer’s billing address or CCH Incorporated,

Attn: Software Sales, 20101 Hamilton Ave., Suite 200, Torrance, CA

90502 with a copy to CCH Incorporated, Attn: Legal, 2700 Lake Cook

Rd, Riverwoods, IL 60015.

9.8. Severability. If any provision of this Agreement is held to be invalid,

illegal or unenforceable, such provision shall be, to the maximum

extent permitted by applicable law, construed or limited, and/or

deemed replaced by a revised provision, to the extent (and only to the

extent) necessary to render it valid, legal and enforceable and, as

nearly as possible, to reflect and achieve the parties’ intentions in

agreeing to the original provision. If it is not possible to so construe,

limit or reform any such provision, then the invalid, illegal or

unenforceable provision shall be severed from this Agreement. In any

event, the remaining provisions of this Agreement shall be unaffected

thereby and shall continue in full force and effect.

9.9. Waiver. A party’s failure or delay to require compliance with the

conditions of this Agreement, or to exercise any right provided herein,

shall not be deemed a waiver by the party of such condition or right.

No failure or delay in exercising any right or remedy or requiring the

satisfaction of any condition under this Agreement, and no course of

dealing between the parties, shall operate as a waiver or legally bar a

party from enforcing any right, remedy or condition. A waiver made in

writing on one occasion is effective only in that instance and only for

the purpose that it is given and is not to be construed as a waiver on

any future occasion.

10.CONFIDENTIALITY

10.1. Nonuse and Nondisclosure. Customer and CCH agree that during the

term hereof and for four (4) years after termination or expiration of

this Agreement, or for such longer period as may be required by

applicable law or regulation (e.g., IRS regulations), all information

furnished or disclosed to the other pursuant to this Agreement,

including, without limitation, the terms of Customer’s Order Form(s),

proprietary information within the Software, Customer’s data and any

discussions between the parties regarding other potential business

relationships (the “Confidential Information”), shall be held in strict

confidence by the other party, and will not be used, made available or

disclosed to any third party without the other party’s prior written

consent. Each party also agrees to restrict dissemination of such

Confidential Information to only those persons in their respective

organizations or third-party consultants or service providers who have

a need to know such Confidential Information to perform the

obligations under this Agreement. Each party will be deemed to have

fulfilled its confidentiality obligations under this Section 10 if it

affords the other party’s Confidential Information at least the same

degree of care it takes in protecting its own confidential information

from unauthorized disclosure (but in no event using less than a

reasonable degree of care).

10.2. Personally Identifiable Information. Notwithstanding anything in

subsection 10.1 to the contrary, Customer authorizes CCH to transmit

the personally identifiable information (“PII”) of the taxpayer Clients

of Customer as submitted to CCH by Customer to taxing authorities, as

well as to third-party service providers that CCH may use in

conjunction with the services it renders hereunder, subject to

applicable laws and regulations, including Internal Revenue Code

Section 7216.

10.3. Exceptions. Notwithstanding the above restrictions, neither party will

have any obligation for any nonuse or nondisclosure of Confidential

Information which (a) is now or subsequently enters the public domain

through means other than disclosure of a party hereto in breach of the

terms of this Agreement; (b) is lawfully obtained from a third party

without an obligation of confidentiality; (c) is independently

developed by such party or is already lawfully in the possession of the

receiving party free of any obligation of confidence to the other party;

or (d) is required to be disclosed by law, by court order or by order of

any government or administrative tribunal having jurisdiction over the

recipient, provided that the recipient must, to the extent legally

permitted, notify the disclosing party of any such requirement prior to

disclosure (except where the disclosing party is being investigated for

possible criminal activity by a governmental agency and such agency

specifically requests that prior disclosure not be made by the

recipient) in order to afford such other party an opportunity to seek a

protective order to prevent or limit disclosure, and the recipient will

reasonably cooperate with the disclosing party’s efforts to obtain such

protective order.

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10.4. Expiration. Subject to Section 5.3, upon termination or expiration of

this Agreement, both parties agree to destroy all copies of written

Confidential Information. Notwithstanding any of the foregoing, CCH

shall be entitled to keep copies of Confidential Information (i)

preserved or recorded in any computerized data storage device or

component (including any hard drive or database) or saved

automatically to standard back-up or archival systems, and/or (ii) as

required by applicable law or regulation; provided, that such

Confidential Information shall remain subject to the confidentiality

requirement of this Agreement. The disclosing party will retain all

proprietary rights to the information it discloses hereunder, regardless

of the expiration of the obligations under this Section 10.

11.MISCELLANEOUS

11.1. Entire Agreement. This Agreement, along with the Order Form(s),

and any other terms otherwise published by CCH outside of this

Agreement, constitutes the entire and exclusive agreement,

understanding and representation, express or implied, between

Customer and CCH with respect to the Software, Services and/or

Deliverables that are furnished hereunder; it is the final expression of

that agreement and understanding, and it supersedes all prior

agreements and communications between the parties (including all

oral and written proposals). In the event of a conflict, this Agreement

will control, then the Order Form, and then any other terms provided

by CCH, unless CCH explicitly acknowledges and upholds the particular

conflict in such other document. Oral statements made about the

Software, Services and/or Deliverables will not constitute warranties,

will not be relied on by Customer, and will not be binding or

enforceable. No supplement, modification or amendment of this

Agreement will be binding unless executed in writing by CCH and

Customer after reasonable opportunity to accept or reject such

supplement, modification or amendment, provided that CCH may

supplement this Agreement if such supplement is a clarification or is

otherwise not adverse to Customer. CCH reserves the right to revise

this Agreement from time to time in its discretion, provided that any

such revisions shall not be effective with respect to Customer until the

commencement of Customer’s next renewal term, if any.

11.2. Evaluation Copies of Software. If Customer is installing an evaluation

version of any of the Software, then this Agreement will govern

Customer’s use except as modified by this subsection 11.2. Software

licensed to Customer for evaluation purposes shall only be used at one

authorized location for a limited period of time. Certain functionality

of such software may be disabled or restricted. Commercial use of

such software is not authorized, is outside the scope of this

Agreement, and is a violation of U.S. and international copyright laws.

Customer is required to remove any evaluation or demonstration

copies of the Software from any and all Customer equipment upon the

conclusion of the evaluation or demonstration and to destroy or

promptly return such copies to CCH. If Customer wishes to use the

Software for commercial purposes then Customer must purchase a

license from CCH. The following sections of this Agreement shall not

apply to Customer’s use of an evaluation version of the Software:

subsections 2.1, 2.2, 8.1 and 8.2, and Sections 3, 4 and 5.

11.3. Force Majeure. Neither party hereto shall be held liable for the

failure to perform any obligation, or for the delay in performing any

obligation, arising out of or connected with this Agreement if such

failure or delay results from or is contributed to by any cause beyond

the reasonable control of such party including, but not limited to,

failures or delays caused by the act or omission of any governmental

authority, fire, flood, failures of third party suppliers, acts or

omissions of carriers, transmitters, providers of telecommunications or

Internet services, vandals, hackers or other event beyond such party’s

reasonable control. A delay under this subsection 11.3 must be

corrected within thirty (30) days of the cessation of the event causing

such delay.

11.4. Contact Information. Customer agrees to always provide CCH with

Customer’s most current contact information, including Customer’s

address, phone number, fax number and e-mail address. Customer

also agrees to provide CCH with Customer’s most current EFIN, as well

as proof of the EFIN holder’s name and address, as requested by CCH,

if Customer will be using the Software to electronically file tax

returns.

11.5. Export Restrictions. Customer is advised that the Software and any

Deliverables are subject to the U.S. Export Administration Regulations

and diversion contrary to U.S. law and regulation is prohibited.

Customer agrees to not directly or indirectly export, import or

transmit the Software or Deliverables to any country, end user or for

any end use that is prohibited by any applicable U.S. regulation or

statute (including but not limited to those countries embargoed from

time to time by the U.S. government or the United Nations).

Additionally, Customer agrees to not directly or indirectly export,

import, transmit or use the Software or Deliverables contrary to the

laws or regulations of any other governmental entity that has

jurisdiction over such export, import, transmission or use. Customer

represents and agrees that neither the United States Bureau of

Industry and Export Administration nor any other governmental agency

has issued sanctions against Customer or otherwise suspended, revoked

or denied Customer’s export privileges.

11.6. Modification/Replacement of Software. CCH reserves the right, in its

sole discretion and without first consulting with Customer, to

discontinue or modify the Software or Deliverables for any reason.

However, if the Software is discontinued during the term of the license

granted hereunder or the terms set forth in the Order Form, then CCH

will, in its discretion, either: (a) continue to provide Support for the

discontinued product for the remainder of the then current License

term; (b) provide a pro-rata refund of the license Fees paid for the

discontinued product; or (c) replace the discontinued product for the

duration of the License term with a successor product having equal or

greater functionality (with CCH reserving the right to charge extra

Fees for any such new product). If Customer purchases Software that

is discontinued prior to its shipment to Customer, CCH will provide

Customer a refund of the Fees paid toward such Software.

11.7. No Third Party Beneficiary. No third party is intended to be or shall

be a third party beneficiary of any provision under this Agreement.

CCH and Customer shall be the only parties entitled to enforce the

rights set out in this Agreement.

11.8. Data Transmission Notification. The Software or Deliverables may

transmit to CCH’s servers information about an Authorized User’s

computer setup (for example, system configuration, type of internet

connectivity, RAM, CPU, operating system, browser version). CCH may

use this information for internal quality assurance and software error

checking, as well as to assist users with multiple offices. This data will

be treated as Confidential Information.

11.9. Assignment. Neither this Agreement, the License(s) granted

hereunder nor the Software or any Deliverable may be sublicensed,

assigned, sold, hypothecated, or transferred by Customer without the

prior written consent of CCH, which shall not be unreasonably

withheld in the case of an internal restructuring involving Customer

unrelated to a change in ownership. Any attempt to sublicense, assign

or transfer any of the rights, duties or obligations under this

Agreement without the prior written consent of CCH shall

automatically terminate the rights granted hereunder and shall be void

and of no effect. Customer agrees that CCH’s retention of these

contractual and other legal rights is an essential part of this

Agreement.

11.10. Delivery. Delivery of the Software to Customer will take place when

it becomes available to the entire client base of CCH provided that

CCH, in its discretion, may suspend sending releases and other

Updates, or deny access to other Deliverables, if there is an unpaid

invoice for such Software that is outstanding. Deliveries are f.o.b.

point of shipment. Customer acknowledges that the Software and all

Updates thereof are pre-written software of general application. All

Deliverables will be delivered to Customer remotely via interstate

means from CCH’s offices.

Master Version: 04/2012