What form does the software license agreement take for a Beggars Pizza franchisee?

THIS SPEEDLINE SOLUTIONS INC. SYSTEM PURCHASE AGREEMENT ("Agreement") is made between SpeedLine Solutions Inc. ("SpeedLine") and the person, firm, corporation or other entity described below ("Customer" or "you").

• 1. ACQUISITION OF SYSTEM: SpeedLine will provide to the Customer and the Customer will purchase, receive or acquire from SpeedLine the equipment, the license for the on-premises implemented software and software made available via online services (collectively, the "software"), the support services and any related services described in the SpeedLine quote attached as Schedule "A" or entered into by the parties from time to time (each, a "Quote"), on the terms and conditions set forth herein and in the Quote.
• 1. PURCHASE OF EQUIPMENT: SpeedLine agrees to sell and the Customer agrees to purchase the equipment described in the Quote for the purchase price and on the terms and conditions set forth herein and in the Quote.
• 1. RECEIPT OF SOFTWARE LICENSE: SpeedLine agrees to provide the license for the software described in the Quote and the Customer agrees to pay the amount set forth in the Quote for such license on the terms and conditions set forth herein and in the Quote. The form of the license shall be in SpeedLine's current standard form of Software License Agreement, except for (where applicable) the SpeedDine online ordering service which shall be in SpeedLine's then current standard form of SpeedDine Online Ordering System Subscription Agreement.
• 1. SUPPORT SERVICES: SpeedLine agrees to provide the support services of the type and as otherwise set forth in the Quote and the Customer agrees to pay the amount set forth in the Quote for such support services on the terms and conditions set forth herein and in the Quote. The form of the agreement for the support services shall be in SpeedLine's current standard form of Support Services Agreement.
• 1. TERMS AND CONDITIONS OF PAYMENT: The terms and conditions of payment of all amounts owing by the Customer to SpeedLine hereunder are:
  • (a) Any deposit as set forth in the Quote (where applicable), and (where applicable) signed equipment leasing documentation including the leasing company's approval of financing to the Customer and the leasing company's purchase order to SpeedLine for the equipment is required by SpeedLine prior to acceptance and processing of the Customer's order and prior to SpeedLine confirming the implementation and training dates.

Services", and together with the Installed Software,

collectively, the "Software") comprising a point-of-sale software solution and certain related software solutions as listed or indicated in the SpeedLine quote(s) entered by the parties into from time to time (each, a "Quote"), other than the SpeedDine online ordering service which shall be subject to the SpeedDine Online Ordering System

Subscription Agreement. "Software" includes computer software and associated media, and all printed material, and online or electronic documentation ("Documentation"). The Software includes an executable copy of the Installed Software to allow it to run on your computer system, Online Services, a data base platform for storage of your data, and certain pre-set forms for data reports; however

this Agreement does not grant you access to the source code of the Software.

GRANT OF LICENSE: This Agreement grants you the following rights. Subject to the terms of this Agreement, you are granted a personal, non-exclusive, non-transferable license to do the following (the "License" for each Installed Software product or Online Services): (a) implement and use one (1) copy of the Installed Software products, at the business location of the Customer, on the number of terminals which is equal to the number of SpeedLine

Solutions Software user licenses received by the Customer or, in the case of certain of the related software programs, on one (1) of the Customer's terminals, and for the term (unlimited, fixed prepaid, or subscription), in each case specified in the Quote; (13) access and use the Online Services for a subscription license term specified in the Quote; and (c) use the Documentation in conjunction with your use of the Installed Software and Online Services. No transfer of this

Agreement (including any License) in whole or in part in any manner

directly or indirectly, no sub-licensing, and no increase to the number of terminals or change to the business location may be made without the prior written consent of SpeedLine. The terms and conditions of this Agreement shall apply to all changes or amendments hereto, unless a new Software License Agreement is entered into by the parties, at the option of SpeedLine.

OWNERSHIP: The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. SpeedLine owns and will at all times retain exclusive ownership of all rights, title, and interests, including copyrights and all other intellectual property rights, in and to the Software, the Documentation, and any copies of the Software or Documentation. The Customer acquires only the right to use the Software for the term of this Agreement and does not acquire any rights of ownership in the Software. The Software is licensed, not sold.

COPIES: The Customer may make one (1) copy of the Installed Software for backup purposes. No other copies shall be made in any form or medium without prior written consent from the President of SpeedLine or other authorized personnel at SpeedLine designated by the President as having such authority ("authorized personnel"). You may not copy the Documentation accompanying the Software in any form or medium.

PERMITTED USES, RESTRICTED USES: The Customer may only use the Software for the intended purpose of a retail point-of-sale solution and related

solutions and as permitted by this Agreement. The Customer may not copy (except as provided in the "Copies" section above), reverse engineer, decompile, disassemble, decrypt, modify, adapt, or translate the Software in any way, or merge the Software into any other computer program material, or re-write

the Software into any different computer program language. Use of the Software to test or improve a competing software package without prior written approval from authorized personnel at SpeedLine is a violation of this Agreement. The Customer may not (a) sell, rent, lease, license, transfer, lend or give away the Software; or (b) "frame" or "mirror" the Online Services.

CONSIDERATION - UNLIMITED TERM: The Customer may receive the License for certain Installed Software products, and the Installed Software copy provided, for an unlimited term, by fully paying for the License for those products by an initial deposit and payment in full of the balance due, as invoiced by SpeedLine to the Customer, on or before implementation of those Installed Software products.

QUOTES AND INVOICES FORM PART OF AGREEMENT: All SpeedLine Quotes accepted by the Customer and all invoices issued by SpeedLine to the Customer are hereby incorporated into this Agreement by this reference and form a part of this Agreement. Invoices for a fixed prepaid license term or an extended or renewed prepaid license term will specify the length of such license terms. Any preprinted terms on purchase orders or commercial documentation submitted by the Customer are hereby rejected and superseded and replaced by this Agreement.

TERM: This Agreement and any License is effective until it expires or is terminate

Source: Item 23 — RECEIPT (FDD pages 39–192)