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VAST Accounting
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Software License Agreement
Virginian Accounting Software Technologies, Inc
LICENSE AGREEMENT
READ CAREFULLY BEFORE DOWNLOADING OR INSTALLING.
By installing this software you are agreeing to be bound by this license agreement. If you do not agree to the terms and conditions of this license agreement, promptly return the unopened software and the accompanying items (including written materials, etc.) to the place where you obtained them for a full refund. Virginian Accounting Software Technologies, Inc. hereby grants you a license to use the enclosed Software subject to the terms herein. By breaking the seal containing the Software, you agree to the terms and conditions of this license agreement.
1. LICENSE GRANT:
1.1 Virginian Accounting Software Technologies hereby grants to customer a non-exclusive right to use the licensed Software as enclosed.
1.2 Licensed Software may be used on a network that shares the program's data file.
1.3 No transfer of ownership of this licensed software may be made without the prior written consent of Virginian Accounting Software Technologies, which consent may be withheld by Virginian Accounting Software Technologies at it's discretion. It shall be a condition to Virginian Accounting Software Technologies approval of any such transfer that the transferee shall execute a new Software License Agreement in the form then required by Virginian Accounting Software Technologies. This obligation shall survive the termination of this agreement.
1.4 Licensed software shall not be sub-licensed by Customer.
1.5 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer,
decomplie, or disassembly VAST ACCOUNTING PRODUCTS, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2. OWNERSHIP:
2.1 Customer agrees that the licensed software is owned by and is the sole exclusive property of Virginian Accounting Software Technologies and/or its' suppliers and title remains in Virginian Accounting Software Technologies and/or its' suppliers. United States copyright law and international treaty provisions protect the licensed software.
2.2 Customer agrees that all designs, license software enhancements, derivative works, new features suggested by customer, bug notification/ fixes, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items conveyed to Virginian Accounting Software Technologies by Customer during the course of the agreement arising from or relating to the use of the licensed software (hereinafter referred to " New Developments ") shall be and are assigned to Virginian Accounting Software Technologies as its sole and exclusive property. Upon Virginian Accounting Software Technologies request Customer agrees to assist Virginian Accounting Software Technologies, at Virginian Accounting Software Technologies expense, to obtain patents or copyrights for such as New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, and assignments, and all other instruments and papers which Virginian Accounting Software Technologies shall deem necessary to apply for, and to assign or convey to Virginian Accounting Software Technologies, its successors and assign or nominees, the sole and exclusive right, title and interest in such New Development.
2.3 Customer agrees to treat the licensed software as confidential and to not reproduce, sub-license, or otherwise disclose the licensed software to third parties. Customer may make copies of license software only as a part of the customer's normal computer system backup procedures. Customer agrees not to disassemble,
decompile, reverse engineer, or otherwise translate the licensed software. This obligation will survive the terms of this agreement.
2.4 Customer agrees and acknowledges that disclosure of licensed software may give rise to irreparable injury to Virginian Accounting Software Technologies which is inadequately compensible in damages and that, accordingly, Virginian Accounting Software Technologies may seek and obtain injunctive relief against the breach or threatened breach of the within undertakings, in addition to any other legal or equitable remedies which may be available.
3. TERMS OF AGREEMENT:
3.1 This agreement will become effective upon the last to occur of the breaking of the seal of the package containing the floppy disks or CD.
3.2 The grant of license herein is perpetual unless terminated for any one or more of the following reasons:
3.2.1 Customer breaches this agreement
3.2.2 Customer transfers it's ownership interests in the licensed software, which transfer is subject to the approval rights of Virginian Accounting Software Technologies as set fourth in paragraph 1.3 above.
3.2.3 Virginian Accounting Software Technologies exercises its' warranty refund rights under paragraph 6 below.
3.2.4 Customer terminates this Agreement by written notification to Virginian Accounting Software Technologies.
3.3 Upon termination of this agreement for any reason other than the approved transfer of ownership of said licensed software in accordance with paragraph 1.3, the customer shall destroy all copies of the licensed software and certify same in writing to Virginian Accounting Software Technologies.
4. OBLIGATIONS OF THE PARTIES:
4.1 Upon the effective date of this agreement, Virginian Accounting Software Technologies will deliver to customer, if requested by customer on a media format mutually agreed upon, the licensed software and if requested by customer, a reference manual.
4.2 Customer shall be responsible for the installation of the licensed software and for the ongoing use of the licensed software.
4.3 If the licensed software has been sold by Virginian Accounting Software Technologies to customer directly, and not sold through a dealer, Virginian Accounting Software Technologies shall provide up to (3) support incidents during the term of this agreement at no charge. Additional support shall be provided upon the signing of a separate maintenance agreement between the parties.
5. INSTALLATION PROCEDURES:
5.1 Upon receipt of the licensed software, customer will load the licensed software on the target network computer, following the directions in the manual provided.
6. LIMITATION OF WARRANTY:
6.1 Limitations of warranty: Virginian Accounting Software Technologies warrants for the benefits of the customer alone that the licensed software will perform substantially in accordance with the accompanying written materials and that the printed material and licensed software transfer media are free from physical defects for a period of (90) ninety days from the effective date of this agreement. Any implied warranties on the licensed software, printed materials or transfer media are limited to (90) ninety days from the effective date of this agreement.
6.2 Customer Remedies: Virginian Accounting Software Technologies entire liability and customer's sole and exclusive remedy shall be, at Virginian Accounting Software Technologies option, either to (I) correct the error (II) help customer work around or avoid the error (III) refund the license fee and any applicable taxes paid by customer to Virginian Accounting Software Technologies under the terms of this agreement, so long as the customer destroys licensed software as per paragraph 3.2 above. Any replacement of licensed software will be warranted for the remainder of the original warranty period.
6.3 The customer shall be solely responsible for the determination on how to use the licensed software and its' appropriateness for any intended usage. Furthermore, the customer shall be solely responsible for the results actually achieved from the use of the licensed software. THE CUSTOMER IS ADVISED TO TEST THE LICENSED SOFTWARE THOROUGHLY BEFORE USE FOR CUSTOMER'S PARTICULAR PURPOSE.
6.4 No Other Warranties: VIRGINIAN ACCOUNTING SOFTWARE TECHNOLOGIES DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE INTERRUPTED, OR THAT THE LICENSED SOFTWARE IS ERROR FREE. VIRGINIAN ACCOUNTING SOFTWARE TECHNOLOGIES DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTIBALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE LICENSED SOFTWARE, WRITTEN MATERIALS, OR LICENSED SOFTWARE TRANSFER MEDIA. SOME JURISDICATIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRATNY MAY LAST, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY JURISDICTION TO JURISDICTION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THIS SOFTWARE PRODUCT REMAINS WITH YOU.
6.5 This limited warranty shall be void if (I) failure of licensed software has resulted from accident, abuse, improper use, or misapplication. (II) Licensed software is modified in any way other than by Virginian Accounting Software Technologies personnel.
7. LIMITATIONS OF LIABILITY:
7.1 IN NO EVENT SHALL VIRGINIAN ACCOUNTING SOFTWARE TECHNOLOGIES, INC. OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, BUSINESS
INTERUPTIONS, OR DAMAGES RESULTING FROM LOSS OF DATA OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF VIRGINIAN ACCOUNTING SOFTWARE TECHNOLOGIES, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.