License Agreement for Premium Pay

IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS:

This Software License Agreement for Premium Pay Accounting by Premium Pay (this "Agreement") is a legal agreement between you or the company that you are authorized to represent ("You") and Premium Pay. This Agreement governs your use of the accompanying Premium Pay computer software programs and all documentation (printed and electronic manuals, guides, bulletins and online help) and any modifications, updates, revisions or enhancements received by You from Premium Pay or its dealers (the "Program"). You acknowledge and accept the terms and conditions of this Agreement by installing this computer software.
IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD IMMEDIATELY CANCEL THE INSTALLATION PROCESS AND RETURN THE PACKAGE AND ITS CONTENTS TO PREMIUM PAY IN ACCORDANCE WITH PREMIUM PAY’S RETURN POLICY.
Registration and activation of your license for the Program with Premium Pay is required. Otherwise, You have one hundred (100) entries to register and activate your product or the Program will stop functioning until You register and activate your product. Premium Pay reserves the right to require reactivation of the product via the telephone or internet from time to time to further verify the software is being used in accordance with license agreements and the number of copies of the software being used does not exceed the purchased license count.

1. GRANT OF LICENSE.

Subject to your compliance with all terms of this Agreement, Premium Pay hereby grants to You a limited, non-transferable, non-exclusive license to use the Program under the terms stated in this Agreement for use in your business or profession. The grant of rights hereunder to the Program is not a sale of the Program or any portion thereof and does not convey any rights of ownership in the Program. Premium Pay reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and ownership of the Program and all associated intellectual property rights are and shall remain with Premium Pay Software.

2. LICENSE RESTRICTIONS.

You agree to the following restrictions:

(a) You may not make copies, translations or modifications of or to the Program or any portion thereof.

(b) You may not install more than one (1) Program on any Client Device (as defined below).

(c) If You have licensed a single-user version of the Program, the Program shall be used and accessed solely in accordance with a single-user arrangement, which means that the Program and any data stored on a local area network is accessed by one user at a time on a total of one computer or workstation, or personal digital assistant, pager, "smart phone" or one such other electronic device (a "Client Device"), which You own or use in your business or profession and for which the Program is designed to operate. The component parts of the Program may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein.

(d) If You have licensed a multi-user version of the Program, the Program shall be used and accessed solely in accordance with a multi-user arrangement, which means that the Program and any data stored on a local area network may be accessed by multiple licensed users concurrently. If You have licensed a Multi-user License Pack (the right to install the Program on more than one Client Device and the right to access the same data concurrently from more than one Client Device, up to a pre-defined limit), You may install the Program on separate Client Devices up to the number of licenses that You have purchased, but not more than the pre-defined limit and You may access the same data concurrently up to that same number of licenses or predefined limit You also have the right to use the multi-user version of the Program on a local area network provided the number of Client Devices permitted to access the Program concurrently corresponds to the number of licenses You have purchased up to a pre-defined limit. Use of software, hardware or services that bypass any Program license restrictions and/or reduce the number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Program (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). If the number of Client Devices, concurrent users and/or seats that can potentially connect to the Program exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Program does not exceed the use limits specified for the license You have obtained. Multi-user license purchases and discounts: A multi-user license is purchased and sold to a single legal entity. The sharing of users between legal entities is expressly forbidden. You may use your multi-user license at multiple sites (company locations) as long as each location is wholly owned by the exact same legal entity. By definition of legal entity, it is inferred that the same company & registration number owns both sites, or the same registered owner (in the case of a sole proprietor) owns both sites. Premium Pay reserves the right to immediately cancel any licenses obtained under this agreement where it is found that a “buy in bulk and share” infringement has occurred or any infraction of this paragraph has occurred. No refunds will be given where it is found that a license sharing violation has occurred. VPN Access: While the software does allow for VPN access and therefore allows different license holders to connect to other licensed sites, the license for said software is based on the site from which the VPN connection is initiated. No rights to VPN access using the software is granted unless the initiating computer is properly licensed for the site in which the connection is initiated, regardless of where the connection terminates (or ends). For this paragraph, the definition of “site” is the company physical location where the computer normally resides or the location where the company that owns the computer is registered to do business at. Wide Area Networks (WAN): You may not use the software in a wide area network configuration unless all termination points of the WAN are wholly owned locations as stipulated under the VPN agreement.

(e) If the Program You have licensed is a Not for Resale version (an "NFR Version"), your license is for your individual use and for demonstration, marketing, promotional, end user support, training and/or development purposes, each to the extent permitted, and/or required under the applicable Premium Pay Premier Advisor (formerly Solution Provider), Authorized Consultant (formerly Certified Consultant) or other applicable agreements between You and Premium Pay. Use of the NFR Version is limited to not more than the number of licenses You have acquired.

(f) If the Program You have licensed is an evaluation version (an "Evaluation Version"), your license is solely for your individual use for evaluation purposes. The Evaluation Version may be used for a period not exceeding thirty (30) days or the limit of one hundred (100) journal entries, whichever occurs first. After the evaluation period has expired you will be required to purchase a license to continue to use and operate the software.

(g) If the Program You have licensed is a free version (Individual Edition), you may use the software unencumbered and without payment. You must agree to all the terms of the single user license as stipulated in this agreement. You may freely distribute the software as long as no modifications have been made to the software and it remains wholly intact and in the same condition as you received it and as we published it.

(h) If the Program You have licensed is covered under a lease agreement (a “Leased Version”), your license remains valid as long as the appropriate lease payments are made. The lease agreement constitutes delivery of Premium Pay Accounting on a “SAS” (software as a service) option and at no time shall You be entitled to any perpetual license. The software can be used up to your license limit (number of activations) based on the number of licenses that are included in your lease agreement. If the client fails to make any lease payments, the software can be withheld, disabled, or lease agreement revoked at anytime, at the sole discretion of Premium Pay Software. You agree to immediately return all copies of the software upon termination of the lease agreement (by either party for any reason). All lease agreements are for a minimum of 24 months, and early cancelation penalties apply that are equal to the remaining months on the lease agreement at time of cancelation. You agree to pay any associated fees including (debit order dishonoured, late payment, reinstatement fee, etc.) immediately upon presentation of invoice from Premium Pay Software . Other portions of this license that cover “single use” or “multi-user” apply as to how your single or multi-user lease will operate and the number of computers it can operate on.

(i) ACTIVATIONS – The product includes technology to prevent copying and other infringements of this license agreement. You agree to permit the software to connect to Premium Pay’s website from time to time and check it’s license status. Premium Pay will not be held responsible for any failure to activate the product including the customer’s inability to do so. Premium Pay reserves the right to limit such activations to the total number of licenses purchased. Premium Pay is under no obligation to release any activation or transfer any activation to another computer. Should Premium Pay perform such releases (at its sole choice), this act of releasing does not preclude or limit Premium Pay’s rights to not do so in the future.

3. LIMITED WARRANTY.

(a) The following limited warranty applies to You only if You are the original licensee of the Program. Premium Pay warrants that the Program substantially conforms to the specifications contained in the User Guide that was included in the original packaging or is found in the Help menu of, your Premium Pay Accounting software (the "Documentation") for a period of thirty (30) days from your purchase, as evidenced by your receipt (the "Limited Warranty Period"), provided that the Program is used on the Client Device for which it was designed. Premium Pay further warrants that the media on which the Program is furnished will be free from defects in material or workmanship for the Limited Warranty Period. Receipt of revisions or upgrades to the Program shall not restart or otherwise affect the warranty period for previously delivered copies. Premium Pay does not represent or warrant that your use of the Program will be uninterrupted or error free.

(b) Provided You notify Premium Pay in writing during the Limited Warranty Period of a substantial non-conformity between the Documentation and the Program, and if Premium Pay Software is able to replicate and verify that such substantial non-conformity exists, Premium Pay Software shall replace or correct the Program, at Premium Pay Software ’s sole option, so that the Program substantially conforms to the specifications or replace the defective media, as the case may be, or You may return all copies of the Program and Premium Pay Software shall remit to You the license fee You paid, up to the amount of Premium Pay Software’s suggested list price for the Program. This Section 3(b) states your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder.

(c) No employee, agent or representative of Premium Pay Software , nor any reseller (including the person or company who sold You the Program) or any other third party, is authorized to make any warranty with respect to the Program, except those expressly stated in Sections 3(a) and 3(b) of this Agreement, and You may not rely on any such unauthorized warranty.

(d) Not withstanding any rights stipulated above, the Individual Edition (“Free Edition”) is provided without warranty of any kind.

4. DISCLAIMER OF WARRANTIES.

(a) The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 3(a) AND 3(b) AND 3(d) OF THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN "AS IS" BASIS AND PREMIUM PAY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT. PREMIUM PAY DOES NOT WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. PREMIUM PAY SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (I) OF MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IF YOU ARE ACTING AS A CONSUMER, SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU.

(b) PREMIUM PAY SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION OF THE PROGRAM ON OTHER THAN THE COMPUTER AND OPERATING SYSTEM IDENTIFIED IN THE DOCUMENTATION, ACTS OF ABUSE OR MISUSE BY YOU OR MODIFICATIONS OR UNAUTHORIZED REPAIRS. PREMIUM PAY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE PROGRAM OR ANY OTHER ITEMS OR SERVICES PROVIDED BY PREMIUM PAY SOFTWARE .

(c) You acknowledge that any data entry, conversion or storage is subject to the likelihood of human and machine errors, malicious manipulation, omissions, delays, and losses, including, but not limited to, inadvertent loss of data or damage to media that may result in loss or damage to You and/or Your property, and/or Your detrimental reliance on maliciously manipulated data. Premium Pay shall not be liable for any such errors, omissions, delays, or losses. You are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or damaged media, and reconstructing data. If You licensed an Evaluation VERSION, You acknowledge and understand that: (iv) the Evaluation VERSION may be used for evaluation purposes only; (ix) the Evaluation VERSION shall be operable only for 100 journal entries; and (x) upon expiration of the Evaluation Period, any data or other information used with, processed by and/or stored in conjunction with the Evaluation VERSION may be CONVERTED IF YOU UPGRADE TO THE FULL RETAIL PRODUCT.

(d) Any Premium Pay ADVISOR OR AUTHORIZED CONSULTANT OR ANY reseller, installer or consultant is not affiliated with Premium Pay in any capacity other than as a reseller, installer or consultant of Premium Pay Software’s products and has no authority to bind Premium Pay or modify any license or warranty. Premium Pay makes no representations, warranty, endorsement or guarantee with respect to the skills or qualifications of any Premium Pay ADVISOR OR AUTHORIZED Consultant OR ANY reseller, installer or consultant and You are encouraged to independently investigate their skills and qualifications.

5. EXPORT RESTRICTIONS.

You shall abide by all foreign and United States federal, state and local laws, ordinances, rules and regulations applicable to the transactions contemplated hereunder. You agree to comply to the extent applicable with the United States Export Administration regulations, the International Traffic in Arms regulations and any regulations or licenses administered by the Department of the Treasury's Office of Foreign Assets Control.

6. SUPPORT.

Premium Pay disclaims any responsibility to provide any customer support except as may be agreed under a separate agreement to render support services. Upon registration of the Program You will receive thirty (30) days of free customer support, provided that the Program is registered within thirty (30) days of your payment of the license fee, as evidenced by your receipt. All other support requires purchase of a support option, as outlined in any special offers that Premium Pay may from time to time send you. Premium Pay does not provide free customer support for the Evaluation Version, NFR Version, Student Version, or versions for Educational Purposes. Premium Pay does not provide any support options (paid or otherwise) on the free Individual Edition.

7. TERMINATION OF SUPPORT AND OTHER SERVICES.

Software has a limited useful life for various reasons including changes in technology. You are free to decide and responsible for deciding when to upgrade the Program. Premium Pay reserves the right to terminate Customer Support and all other services applicable to the Program in the event that the Program has become inoperable or incompatible with current operating systems, hardware, add-on products, product updates and services or other technologies. To obtain up-to-date information regarding which products, releases and related services are currently supported, contact a customer service representative. If you are not operating a supported release or service, it may be necessary to license an upgrade or replacement product or service in order to continue to receive Customer Support and/or other updates. Any updates licensed by you are considered part of the Program and subject to the terms and conditions of this Agreement, except to the extent a separate license agreement is provided in connection with such update. Any replacement products or upgrades will be governed by a separate agreement.

8. OWNERSHIP RIGHTS.

(a) The Program is protected by South African patent, copyright laws and other intellectual property laws, and international treaty provisions. Premium Pay and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in: (i) the Program, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (ii) the Premium Pay trademarks, service marks, trade names, icons and logos; and (iii) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing. You acknowledge that your possession, installation, or use of the Program does not transfer to you any ownership, title, or register able interest of any kind to the intellectual property in the Program, and that you will not acquire any rights to the Program except as expressly set forth in this Agreement. You agree that all backup, archival, or any other type of copies of the Program will contain the same proprietary notices that appear on and in the Program.

(b) Should You decide to submit any materials to Premium Pay via electronic mail, through or to Premium Pay Web site(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, survey responses, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to Premium Pay and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

9. RECOMMENDED ENVIRONMENT.

This Program has been designed to work optimally in the environment documented within the Documentation. Any defects, inconsistencies or issues arising out of operating outside the parameters set forth therein may not be supported by Premium Pay and may require you to pay additional maintenance/upgrade costs to Premium Pay to rectify.

10. HIGH RISK ACTIVITIES.

The Program is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Program could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). Premium Pay expressly disclaims any express or implied warranty of fitness for High Risk Activities.

11. LIMITATION OF LIABILITY.

BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, PREMIUM PAY SOFTWARE’S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF THE AMOUNT OF LICENSE AND SUPPORT FEES PAID BY YOU TO PREMIUM PAY SOFTWARE , OR PREMIUM PAY SOFTWARE' SUGGESTED LIST PRICE FOR USE OF THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, PREMIUM PAY SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER BUSINESS INFORMATION, LOSS OF ANTICIPATED PROFITS, REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, FOR BUSINESS INTERRUPTION, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION EVEN IF PREMIUM PAY SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Premium Pay will have no responsibility for the Program if any portion of the Program has been modified, lost, stolen or damaged by accident, abuse or misapplication.

12. UNITED STATES GOVERNMENT.

If the Program is to be provided under a U.S. Government contract, the U.S. government's right to use, modify, reproduce, release or disclose the Program is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs(c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52-227-19, as applicable.

13. TERM AND TERMINATION.

(a) This Agreement shall commence on the date You install the Program and shall continue until the earlier of: (i) the date it is terminated in accordance with the terms herein; (ii) your acceptance of a superseding license agreement; or (iii) the expiration of the trial period, if applicable.

(b) This license and all of Premium Pay Software's obligations hereunder, automatically terminate if you fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (i) the license granted hereunder shall immediately cease; and (ii) You shall immediately stop using the Program in any way and, within ten (10) days after the effective date of expiration or termination deliver to Premium Pay Software , or certify that You have destroyed all copies of the Program.

(c) If You licensed an NFR Version or Educational Version, this Agreement is effective unless and until You or Premium Pay terminates the Agreement in accordance with the terms set forth herein or the terms set forth in your Other Premium Pay Agreements or upon the earlier termination or expiration of your Other Premium Pay Agreements.

(d) If you licensed a Student Version, this Agreement is effective for a term of fourteen (14) months, unless sooner terminated by you or Premium Pay in accordance with the terms set forth herein.

(e) If you licensed an Evaluation Version, this Agreement is effective for a period commencing on the first date the Program is downloaded, installed or first run for a term of thirty (30) days, unless sooner terminated by you or Premium Pay in accordance with the terms set forth herein.

14. MISCELLANEOUS.

(a) As a user of the Program, You assume the responsibility for the selection of the Program as being appropriate for your purposes. You understand and agree that: (i) You are solely responsible for the content and accuracy of all reports and documents prepared with the Program; (ii) using the Program does not relieve You of any professional obligation concerning the preparation and review of such reports and documents; (iii) You do not rely upon Premium Pay or the Program for any advice or guidance regarding the appropriate tax treatment of items reflected on such reports or documents; (iv) You will review any calculations made by using the Program and satisfy yourself that those calculations are correct; and (v) Premium Pay Software’s support service is designed to offer technical support for issues regarding the features and functionality of this Program in the recommended operating environments only.

(b) To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English and any translation you have received has been provided solely for your convenience. In the event you have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than U.S. English, you may request a U.S. English language version of this Agreement by notice to Premium Pay Software . To the fullest extent permitted by law, all correspondence and communication between you and Premium Pay under this Agreement must be in English language. The exclusive judicial forum for any action that you bring to enforce this Agreement shall be an appropriate court located in the Republic of South Africa. The exclusive forum for any action that Premium Pay brings to enforce this Agreement shall be an appropriate federal, state or provincial court in the state or province, as applicable, in which You have your principal place of business. In either case, this Agreement shall be governed by the internal laws of the forum state without regard to the conflict of law’s provisions thereof.

(c) This Agreement allocates risk between You and Premium Pay as authorized by applicable law, and pricing of Premium Pay Software ’ products reflects this allocation of risk and the limitation of liability contained in this Agreement. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms.

(d) The Premium Pay logo, Premium Pay Accounting and the Premium Pay Accounting logo are registered trademarks or trademarks of Premium Pay Software , or its affiliated entities. For an up-to-date list of copyright and trademark statements, refer either to the copyright page of the Program User Guide or the Help About Premium Pay Accounting window within the Program. Other product names mentioned may be service marks, trademarks, or registered trademarks of their respective owners and are hereby acknowledged.

(e) No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances.

(f) Sections 12 (Limitation of Liability), 14(b) (Term & Termination), 15(b) (Governing Law) and this Section 15(g) shall survive the expiration or termination of this Agreement.

(g) This Agreement constitutes the entire agreement between you and Premium Pay with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties with respect to such subject matter. This Agreement shall not be modified, except by written agreement signed by the parties hereto. Premium Pay shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone, with respect to the Software Product, including any Premium Pay Premier Advisor or Authorized Consultant or distributor or reseller or their respective agents, employees, or representatives.

(h) Premium Pay shall not be liable for and shall be excused from any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions or power or communications, failure or suppliers or subcontractors, natural disasters or other acts of God.

(i) All notices given hereunder shall be in writing and sent by overnight courier or delivered in person: (i) if to Premium Pay Software , to Premium Pay , Legal Department, P.O. Box 1811, Magalies View, South Africa, 2067; and (ii) if to You, to the address You indicated upon your registration of the Program.

(j) You authorize Premium Pay to send You information, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means.

15. RETURNS.

(a) Premium Pay will only allow refunds on the product until such time the product has been officially activated by one of our web activation servers. Once the product has been activated, no request for refunds will be honoured and no correspondence will be entered into regarding refunds. In no way does this paragraph limit your rights or modify the limits as set forth in limit of liability or warranty paragraphs above.

(b) It is the customer’s sole responsibility to verify the program meets with any applicable requirements using the evaluation version. Once the product has been activated, Premium Pay will assume that all applicable requirements have been met and no refunds will be allowed at that point forward.