Vinca Corporation 
Software License Agreement


Do not proceed with this installation of software until you have read this End User License Agreement ("Agreement").  By proceeding with the installation of this Software (or authorizing any other person to do so) you accept this Agreement.  If you do not agree to this Agreement, you may exit the installation process and return the Software for a refund within ten (10) days of purchase.  

1.  Software.  The computer programs and documentation  furnished by Vinca to Licensee are referred to as the "Software."

2.  Ownership.  The Software is owned and developed by Vinca Corporation ("Vinca").  Vinca retains all rights of ownership to the Software including copyrights and other intellectual property rights in the Software and all copies thereof .

3.  Licensee.  Licensee is the person or entity acquiring this License or for whom this License was acquired.

4.  License.  Vinca sells and grants to Licensee, and Licensee acquires, a non-exclusive, nontransferable license (the "License") to use the Software on a single microcomputer (the licensed "Microcomputer").  Licensee may not use the Software on more than one microcomputer unless additional licenses for additional microcomputers are purchased.  Rights not expressly granted are reserved by Vinca.  Where the Software is provided to Licensee at no charge for evaluation purposes only, the License granted is limited to a continuous thirty (30) day period, commencing with the acceptance of this Agreement ("Evaluation Period").  At the conclusion of the Evaluation Period, Licensee agrees to destroy the Software and certify its destruction to Vinca, in writing, within ten (10) days, or shall return the Software to Vinca. 

  5.  Copies.  Licensee may make copies of the Software provided that any such copy:  (I) is created as an essential step in utilization of the Software on the licensed microcomputer and is used in no other manner, or (II) is only for archival purposes to back-up the licensed microcomputer.  All trademark and copyright notices must be reproduced and included on such copies.  Licensee may not make any other copies of the Software.

6.  Protection of Software.  Licensee may not:  (I) disassemble, compile or otherwise reverse engineer the Software, or (II) create derivative works based upon the Software, or (III) rent, sublicense, distribute, transfer, modify or time share the Software, or allow others to do so.

7.  Limited Warranty.

(a).  Diskettes and Documentation.  Vinca warrants that if the magnetic diskettes or documentation are in a damaged or physically defective condition at the time that the License is acquired and if they are returned to Vinca (postage prepaid) within 30 days thereafter, then Vinca will provide Licensee with replacements at no cost.

(b).  Software.  Vinca warrants that the Software will substantially conform to the specifications published by Vinca.  If a nonconformity is reported in writing by Licensee to Vinca within 90 days from the date the License is acquired, then Vinca shall, at Vinca's sole discretion, either remedy the nonconformity or refund the purchase price to Licensee upon a return of all copies of the Software to Vinca.  In the event of a refund the License shall terminate.

8.  Disclaimer and Limitations.

(a).  Disclaimer of Warranties.  Vinca makes no warranty not expressly set forth in this Agreement.  Vinca disclaims and excludes all implied warranties of merchantability and fitness for a particular purpose.  Vinca does not warrant that the software will satisfy Licensee's requirements or that the software is without defect or error so that the operation of the Software will be uninterrupted, or that the Software or any computer programs used in conjunction with the software will be effective in protecting Licensee's data from unauthorized access.

(b).  Limitation on Liability.  The aggregate liability of Vinca arising from or relating to this Agreement or the Software (regardless of the form of action or claim including, but not limited to, contract, warranty, tort, strict liability, malpractice or fraud) is limited to the total of all payments made to purchase the License.  Vinca shall not in any case be liable for any special, incidental, consequential, indirect or punitive damages even if Vinca has been advised of the possibility of such as damages.  Vinca is not responsible for lost profits or revenue, loss of use of the Software, loss of data, costs of recreating lost data, the cost of any substitute equipment or program, or any losses or damages as a result of unauthorized access to or use of Licensee's data (including but not limited to credit card numbers).

(c).  Data.  The software may be accompanied by data obtained from various sources.  Although Vinca believes the data to be accurate, Vinca makes no warranty with respect to the data or its accuracy or completeness.  The data is used and relied upon at Licensee's risk.

  9.  Upgrade.  This section applies if you have purchased this product as a software upgrade.  By installing or using the software (or authorizing any other person to do so) you accept this Agreement.  If you do not agree to this Agreement, you may exit the installation process and return the Software for a refund within ten (10) days.  The upgrade package you have purchased does not constitute a legally licensed copy of the product unless purchased as an upgrade to a previous version of the same product from Vinca Corporation.  The upgrade may only be used in accordance with the provisions of the original software license agreement which accompanied the Vinca software product being upgraded.  The product upgrade serial number and registration card along with the original serial number of the product being upgraded, together constitute ONE (1) legally licensed copy of the product for use or transfer.

10.  Sole Remedy and Allocation of Risk.  Licensee's sole and exclusive remedy is set forth in this Agreement.  This Agreement defines a mutually agreed-upon allocation of risk, and the License price reflects such allocation of risk.

11.  Governing Law.  This Agreement shall be governed by the laws of the state of Utah in the United States of America.

12.  Entire Agreement.  This Agreement sets forth the entire understanding and agreement between the parties and may be amended only in a writing signed by both parties.  No vendor, distributor, dealer, retailer, sales person or other person is authorized by Vinca to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the warranties, representations or promises of this Agreement.

13.  Termination.  The License shall automatically terminate if Licensee breaches this Agreement.  Upon termination of the License, Licensee shall deliver to Vinca the original and all other copies of the Software.

14.  U.S. Government Restricted Rights.  The Software is provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the Government is subject to restrictions as 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. 