1) Software Products License Agreement
2) Web hosting Terms and Conditions

Software Products License Agreement

General license agreement

This license Agreement ("Agreement") is made effective as of January 01, 2001 between DaVinci Engineering, Inc. ("DaVinci") and its customers. This license agreement applies to all software products distributed by DaVinci. By agreeing to pay DaVinci's invoice, customers automatically accept all the Terms and Conditions of this Agreement.

The parties agree as follows:

1. Definitions

(a) "SOFTWARE PRODUCT" means the
1) computer programs, including but not limited to, binary executables, object files, and binary libraries;
2) program source code, including but not limited to, code for any interpreter or browser, code for compilers, and assembly code;
3) data files, including but not limited to, image files, multimedia animation files, and program specific data structures;
4) electronic documentation including but not limited to tutorials, help files, and release notes;

distributed by DaVinci on disks, diskettes, CDROMs or any other media or transferred by DaVinci to a remote computer.

2. Grant of License

(a) DaVinci Engineering Inc. located at 20900, Leeward CT #213, Aventura, FL, USA ("the Licensor"), being the owner of the copyright of the SOFTWARE PRODUCT ("SOFTWARE"), grants the Customer ("the Licensee"), as the purchaser of the SOFTWARE, the right to use a single copy of the SOFTWARE in consideration of the payment of a license fee pursuant to the terms and conditions set out in this Agreement.
(b) The license fee must be paid according to the terms of the contract/invoice issued by DaVinci. Subject to the license fee being duly paid, the Licensee is granted a non-exclusive, assignable licence to
1) install the SOFTWARE and use it on a computer which has been approved by DaVinci; and
2) make one copy of the SOFTWARE for backup purposes in support of the permitted use as far as the Licensor's copyright notices are also reproduced.
(c) The Licensee shall be liable for and shall indemnify and hold harmless the Licensor from and against any and all losses, costs, expenses, claims, damages, liabilities, fines and proceedings whatsoever which may be suffered or incurred for any reason by the Licensor in connection with the Licensee's commercial exploitation of the SOFTWARE.

3. Limits of Licence

(a) Licensee is NOT permitted, unless expressly provided in a separate contract (see Article 9. Amendment), to:
1) reverse engineer, translate, de-compile, disassemble or to otherwise reconstruct SOFTWARE or any part of it; or
2) copy, modify, adapt, merge, translate, or create derivative works based on the whole or any part of the SOFTWARE; or
3) relocate the SOFTWARE on a different domain or server than the one previously approved by DaVinci


4. Terms and Termination

The license is effective until Licensee terminates it by entirely destroying the SOFTWARE and its backup copy. If Licensee fails to abide by any of the obligations of this Agreement, including the obligation to make a royalty payment when due, whether it is by reason of any act or omission, Da Vinci shall have the options to cancel this Agreement by providing 10 days written notice to customer. Upon reception of this notice, Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other default during such time period. Upon such termination Licensee shall entirely destroy the SOFTWARE and its backup copy.

5. Ownership of the SOFTWARE

(a) Customer may own or rent the magnetic or other physical media on which the SOFTWARE is recorded or fixed, it is an express condition of this Agreement that the Licensor retains all rights, unless specified by a separate contract, to the SOFTWARE supplied to the Customer and to all subsequent legal copies of the SOFTWARE made by the customer regardless of the form or media in or on which the original or such other copies may exist.
(b) Customer may be held legally responsible for any copyright infringement which is caused by, encouraged by, or otherwise results from his failure to observe the terms of this Agreement.

6. Updates to SOFTWARE

The Licensor may from time to time create updated versions of the SOFTWARE. At its option, the Licensor may make such updates available to you on the same terms and conditions as are set out herein save that the release of such updates to the Licensee shall be subject to the prior receipt by the Licensor of the update fee. The said fee shall be notified to you when the Licensor notifies you of the availability of such update.

7. Warranty

(a) DAVINCI warrants to you, as the original purchaser of the SOFTWARE, that:
1) the SOFTWARE will perform "AS IS" at the time of final invoice;
2) the SOFTWARE will be installed and tested by DaVinci to the discretion of DaVinci;
(b) If DaVinci is notified of significant errors or defects during the period of 60 days after the date of final invoice ("the Warranty Period"). It will, in accordance with the terms of this Agreement, correct any such demonstrable error to the SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROVISIONS OF THIS ARTICLE REPRESENT YOUR SOLE REMEDIES FOR ANY BREACH OF THE LICENSOR'S WARRANTIES CONTAINED HEREIN, WHICH ARE GIVEN ONLY TO THE ORIGINAL REGISTERED PURCHASER OF THIS PACKAGE.
(c) ANY FURTHER WARRANTY IS EXCLUDED TO THE EXTENT PERMITTED BY APPLICABLE LAW. DAVINCI DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR ITS CONTENT, PRODUCTS OR SERVICES. CUSTOMER ASSUMES ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. You acknowledge that for technical reasons the communication over the Internet is not fully protected against unauthorized third party access. No oral or written statement by the Licensor or by one of its representatives shall create a warranty or increase the scope of the warranty contained in paragraph 7 of this Article.

8. Limitation of Liability for Damages or Loss

YOU SHALL LOAD AND USE THE SOFTWARE AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST SAVINGS OR OTHER SUCH DAMAGES ARISING OUT OF THE INSTALLATION, USE OF, IMPROPER USE OF, OR INABILITY TO USE, THE SOFTWARE AND/OR ANY INFORMATION OBTAINED THROUGH THE USE OF THE SOFTWARE. THIS LIMITATION OF LIABILITY FOR DAMAGES OR LOSS SHALL NOT APPLY IN CASE OF ANY DAMAGE OR LOSS CAUSED INTENTIONALLY BY THE LICENSOR. DAVINCI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED ARISING OUT OF THE USE OR THE INABILITY TO USE THE SERVICES AND/OR PRODUCTS, OR OUT OF ANY BREACH OF A REPRESENTATION OR WARRANTY, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF DAVINCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

9. Amendment

Amendments to this Agreement must be made in a separate written contract signed by all parties involved. In all other respects, the terms of the Agreement and any earlier amendments remain in effect.

10. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

11. Waiver of Contractual Right

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.

12. Applicable Law and Arbitration

Any controversy or claim arising out of or relating to this Agreement or any DaVinci services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Fort Lauderdale, FL, and judgment on the arbitration award may be entered into any court having jurisdiction. Either the Customer or DaVinci may seek any interim or preliminary relief from a court of competent jurisdiction in Fort Lauderdale, FL necessary to protect the rights or property of you or DaVinci pending the completion of arbitration.

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Web hosting Terms and Conditions

1. The Service

DaVinci Engineering, Inc. ("DaVinci") provides Internet hosting services for its members for a fee for the express purpose of providing http content to the public. In addition to this our members may also receive Internet mail after taking the steps to set up the mailboxes and forwarding accounts. Users are permitted to access their web space via FTP or FrontPage to upload files for their web sites. These services may change from time to time in accordance with new and available technologies.

2. Duration of the Service

The Service must be active for at least six (6) months before it can be terminated by the customer without penalty.

3. Cost and Payment for the Service

(a) Current pricing information may be obtained from our website at http://www.davincieng.com. By accepting this agreement you agree to pay the current rate for the service as indicated on the web site. Service must be paid at the beginning of the billing period. State/Provincial or Federal taxes may be added where it applies. For online subscription, you agree that DaVinci has the right to debit the account that you use to sign up for the service until you cancel your Service in writing, understanding that it takes 24 hours for such cancellation to take effect.
(b) For all types of payment, you agree that if payment is not paid for any reason by your bank or credit card company, we will contact you at the email address we hae in our files and you will be given 48 hours to respond. You agree that after this time your account may be disabled until payment is made. If your account is disabled for this reason, you agree to pay a $30.00US re-enabling fee.

4. Termination of the Service

DaVinci will refund at pro-rata the unused portion of the web hosting fees if
(a) written notification (email) is sent to DaVinci Engineering (support@davincieng.com) asking to terminate the account;
(b) the account is not being misused according to the paragraph below (Use of the Service) and;
(c) the account has been active more than six (6) months.
If the account has been active less than six (6) months, DaVinci will refund at pro-rata the total of the unused period MINUS the remaining portion of the six (6) first months. If you terminate the service, it will take 24 hours before billing stops.

5. Use of the Service

(a) The use of any of our servers is to be bound by the terms of this agreement, DaVinci web site at http://www.DaVinciEng.com, and other information that is made available to you. You may not in the use of the service break any other DaVinci agreement nor any state, local or federal laws. You agree that DaVinci may remove any information that appears to be unlawful. You also understand that DaVinci may terminate your account if it feels that your information is unlawful.
(b) You may not in any way send unsolicited bulk e-mail, post to news groups in way that do not conform with the rules of that group that can be traced back to our network, your website or you. You may not display content from your website promoting SPAM, bulk email, illegal websites or illegal activities. By doing so you automatically terminate your service with DaVinci without being eligible for any refund.

6. Availability of the service

The Internet is a complex network of equipment and for that reason the service may not be available to you at all times. DaVinci will do everything in its power to maintain availability however a certain amount of down time can be expected. In no way shall DaVinci be held liable for any interruption in service for any cause. Should you not be able to reach you site please contact us at support@DaVinciEng.com to report the problem. DaVinci will repair the problem as soon as possible.

7. Changes

The agreement and the service may change from time to time, it will be posted at www.DaVinciEng.com or on this page 30 days before you will be bound by the new terms.

8. Legal Action

DaVinci cannot be held liable for any content posted by clients, or any damages you, your business or any other entity suffer as a result of downtime or termination of your account.

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