This software product is protected by copyright laws and
all rights are reserved by E.S.P. Data Solutions, Inc.
All Rights Reserved.

The Software Product is licensed, not sold .

GRANT OF LICENSE .
In consideration of payment of the License Fee, ESP Data Solutions, Inc. (Licensor) grants to you (Licensee) a nonexclusive, non-transferable, LICENSE to use VINSTICK (the Product) in accordance with the following terms: You are licensed to use the Product on one single stand-alone personal computer at a time.
If you want to use the Product on more than one single stand-alone personal computer at a time, you must obtain separate licenses for each single stand-alone personal computer from Licensor.
If you want to network the product, you must obtain a networking license from Licensor.

OWNERSHIP OF THE PRODUCT .
The Licensor (or its licensors, if any) owns and will retain all title, copyright, trademark and other proprietary rights in and to the Product.
This License is NOT a sale of the Product or any copy of it. You, the Licensee, obtain only such rights as are provided in this Agreement. All other rights are reserved.

You MAY NOT make any copies of all or any part of the Product except for archival copies of the Product as permitted by the United States Copyright Act.

You MAY NOT reverse compile, reverse assemble, reverse engineer, modify, incorporate in whole or in part in any other product or create derivative works based on all or any part of the Product.

You MAY NOT remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Product.

You MAY NOT sell, license, sublicense, rent, or otherwise transfer the Product without the written permission of Licensor. Licensor will not withhold permission to transfer the License as long as you permanently transfer the entire Product (including all components and archival copies, if any) and the person who wishes to obtain the License agrees to the terms and conditions of this Agreement.

CONFIDENTIAL INFORMATION .
Licensee recognizes and agrees that the Product constitutes a valuable trade secret of Licensor, the disclosure of which will cause immediate and irreparable injury to Licensor which cannot be fully compensated in monetary damages. Licensee shall take reasonable precautions to insure that the Product is not disclosed to any person, company, corporation, government agency or other entity which is not in privities with Licensor in relation to use of the Product. The undertakings of Licensee under this paragraph shall not apply to any portion or element of the Product which is publicly known, was known to Licensee prior to the formation of this Agreement or which becomes publicly known hereafter through no fault of Licensee, or which is revealed to Licensee by a third party who is not in privities with Licensor or has lawfully obtained the Product through no fault of Licensee.

Any unauthorized use, disclosure or distribution of the Product or any part or portion thereof, shall make the Licensee liable for all costs and damages suffered by Licensor, including lost sales and reasonable attorney's fees. The measure of damages and costs shall include the number of disclosures or distributions to third parties and any subsequent disclosures or distributions by third parties. In addition to damages and costs, Licensor shall have the right to seek injunctive relief and punitive or exemplary damages in relation to any unauthorized use, disclosure or distribution of the Product or any part or portion thereof.

TERM .
The term of this License will continue until Licensor provides written consent to assignment or transfer of this License or until Licensor terminates the License as provided herein. Licensor may terminate this License upon notice to you specifying failure to comply with any terms of this Agreement. Upon termination, you MUST immediately return to Licensor or destroy all copies of the Product and related documentation covered by this License.

LIMITED WARRANTY .

 

E.S.P. represents and warrants to Licensee that the Software shall perform substantially in accordance with its documentation in material respects.   In the event of a breach of this warranty, Licensee?s sole remedy shall be for ESP to repair and replace the defective Software.    APART FROM THE FOREGOING, THE SOFTWARE IS PROVIDED "AS-IS WHERE-IS", AND ESP MAKES NO WARRANTIES, WHETHER ORAL, EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT.  ESP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, IF ANY, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. 

Limitation of Liability .  NEITHER PARTY, NOR ITS AGENTS OR EMPLOYEES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, AND DIRECT OR INDIRECT DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF PROPERTY, LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THE FURNISHING, PERFORMANCE, USE OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, OR ANY MATERIALS OR SERVICES PROVIDED BY ESP, ANY MODIFICATIONS, ANY REVISIONS OR DERIVATIVE WORKS THEREOF, OR ANY SERVICES PERFORMED OR TO BE PERFORMED BY ESP, REGARDLESS OF WHETHER THAT OTHER PARTY, HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGE OCCURRING, OR WHETHER SUCH CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT, NEGLIGENCE, EQUITY, STRICT LIABILITY, TORT, PRODUCTS LIABILITY, OR OTHERWISE. ESP SHALL NOT BE LIABLE FOR ANY DAMAGES OR COSTS INCURRED AS A RESULT OF ANY INACCURACY IN CALCULATIONS MADE BY THE SOFTWARE.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY?S LIABILITY FOR ANY DAMAGES TO THE OTHER OR TO ANY OTHER PARTY EVER EXCEED, IN THE AGGREGATE, THE LICENSE FEES PAID BY LICENSEE TO ESP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE OF DELIVERY OF NOTICE TO ESP OF LICENSEE?S CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, EQUITY, STRICT LIABILITY, TORT, PRODUCTS LIABILITY, OR OTHERWISE .

VinStick warrants to the original purchaser that the VinStick USB Flash Drive shall be free of defects in design, assembly, material, or workmanship that would prevent the drive from performing to published product specifications for one year from the date of original purchase. VinStick will replace the VinStick USB Flash Drive free of charge as long as the original physical unit is shipped back to VinStick. Shipping and handling is at the purchasers expense. The VinStick USB Flash Drive is not warranted to operate without failure. Therefore, do not use the product in any application where failure could cause injury or loss of life. The warranty does not apply to normal wear or damage from misuse, abuse improper storage and handling, installation, accident, hazardous environments, repair or alteration. In no way will VinStick be liable for any incidental, direct, indirect, special punitive, or consequential damages (such as but not limited to, damage or loss of profits, business, savings, data or records) related to this product. This warranty gives you specific legal rights, and you may also have other rights that vary depending upon the state, province, territory or country. Some states, provinces and territories do not allow the exclusion or limitation of incidental or consequential damages or limitation on how long an implied warranty lasts. Except as stated herein, no other warranties shall apply.

INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless ESP against any loss, damage or expense incurred by ESP as a result of claims, actions, or proceedings brought by any third party arising from (i) Licensee's use of the Software in a manner not permitted by this Agreement, (ii) Licensee?s use of third party software or data, (iii) claims of Licensee?s customers, or (iv) Licensee?s breach of the restrictions set forth that (a) ESP shall have given Licensee prompt written notice of such claim, demand, suit or action, (b) ESP shall cooperate with said defense by complying with Licensee's reasonable instructions and requests to ESP in connection with said defense, and (c) Licensee shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof, unless the claim involves or relates to an intellectual property right of ESP, in which case ESP may elect to have sole control over the defense and/or settlement of such claim. Further, Licensee shall have no liability for any infringement action or claim to the extent that it is based upon or arises from the matters described.

LIMITATIONS ON REMEDIES .
Licensor's liability in contract, tort or otherwise arising out of or in connection with any Product, any output of any Product, or Licensor's sales or license agreement with you shall not exceed the license fee for the product. IN NO EVENT SHALL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE PRODUCT OR LICENSOR'S PERFORMANCE OF SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

U.S. GOVERNMENT ENTITY RIGHTS .
The Product is a commercial item as that term is defined in 48 C.F.R. 2.101, consisting of commercial computer software and commercial computer software documentation, as such terms are used in 48 C.F.R. 12.212. The Product is also commercial computer software as defined in 48 C.F.R. 252.227-7014(a) (1). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government entities shall have only those rights, and shall be subject to all restrictions, set forth in this Agreement.

TAXES .
All amounts payable to ESP as specified herein are in United States dollars and are net of all sales, use, property and related taxes, customs, duties and similar charges.  Client shall pay all such taxes, customs, duties and similar charges paid or payable in connection with the license or use of the Software, including any interest and penalties thereon, but exclusive of taxes based upon the net income of ESP. All taxes due by Client hereunder shall become due and payable when billed by ESP to Client, or when assessed, levied or billed by the appropriate tax authority. 

NO JOINT VENTURE .
Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency or employment relationship between the parties.

GENERAL .
The terms of this License shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts. Any legal actions to enforce the provisions of this Agreement and any legal actions arising out of use of the software shall be brought in the courts of the Commonwealth of Massachusetts.

Should any of the provisions of this Agreement be found to be invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and in effect.