END USER LICENSE AGREEMENT

Corporate Incentive Pay Model

This agreement governs the download, installation or use of the Software (as defined below) and any updates to the Software, regardless of the delivery mechanism.

The Software is protected under U.S. Copyright Law.  Subject to the following terms:

 The Penicle Group grants to the user ("User") subject to payment of a license fee, the right to install and operate on a single computer “CORPORATE INCENTIVE PAY MODEL”.  By downloading, installing or using the Software, User agrees to the terms of this agreement.

1.       THE SOFTWARE. - CORPORATE INCENTIVE PAY MODEL (the "Software") is a Database application developed using Microsoft Access 2007. The Microsoft Access 2007 Runtime Components are distributed with THE SOFTWARE and are subject to a separate license agreement.

2.        INTELLECTUAL PROPERTY RIGHTS.  The Software and each of its components, including the source code, documentation, appearance, structure and organization are copyrighted by The Penicle Group and others and are protected under copyright and other laws.  Title to the Software and any component or to any copy, modification, or merged portion shall remain with the aforementioned, subject to the applicable license. 

3.       LIMITED WARRANTY.  Except as specifically stated in this agreement or a license for a particular component, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE AND THE COMPONENTS ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.  Neither The Penicle Group nor Its employees, contractors or associates warrants that the functions contained in the Software will meet User's requirements or that the operation of the Software will be entirely error free or appear precisely as described in the accompanying documentation.  USE OF THE SOFTWARE IS AT USER'S OWN RISK.

4.        LIMITATION OF REMEDIES AND LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PENICLE GROUP WILL NOT BE LIABLE TO USER FOR ANY DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST SAVINGS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF THE PENICLE GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.       GENERAL.  If any provision of this agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions.  This agreement shall be governed by the laws     of the State of Texas and of the United States.