License Agreement

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PUSH FIGHT GAME PLAYER AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") between Brettco, Inc., a Missouri corporation ("Licensor"), and the User ("Licensee") will be effective the date the User registers for access to the Software hosted on Licensor's website (the "Effective Date"),
WHEREAS, Licensor is the owner of a software product called Push Fight® that is a computer version of a board game of the same name (the "Software"); and the parties desire that the use of the product be licensed to Licensee as set forth in this Agreement.
WHEREAS, Licensor desires to provide a temporary, revocable, non?exclusive, non?transferable, non?sublicensable, limited license to use the Software to Licensee and Licensee desires to obtain a temporary, revocable, non?exclusive, non?transferable, non?sublicensable, limited license to use the Software in exchange for a license fee; and
NOW, THEREFORE, in consideration of the following mutual promises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereby agree as follows:

ARTICLE 1
GRANT OF LICENSE
1.1  License.  Licensor hereby grants and Licensee hereby accepts a temporary, revocable, non?exclusive, non?transferable, non?sublicensable, limited license to use the Software in accordance with this Agreement.  Licensee may use the Software solely for personal entertainment purposes.  Licensee shall not sublicense, make available to any other person, disclose, sell, transfer, or otherwise dispose of the password allowing access to the Software.  The Software shall be hosted by Licensor's website and Software may only be used at Licensor's website.
1.2  Software Access.  On and after the Effective Date, Licensor will provide password-protected access to use the Software on Licensor's website.
1.3  License Fee.  Licensee agrees to pay a fee of two dollars and fifty cents ($2.50) per thirty (30) days (the "License Fee") to maintain active password-protected access to Software on Licensor's website.

ARTICLE 2
PROPRIETARY RIGHTS
2.1  Licensor Rights.  Licensor shall retain all right, title, and ownership to the Software regardless of the form or media in or on which the original or copies may exist.

ARTICLE 3
SERVICES
3.1  Maintenance, Updates and New Versions. Licensor may from time to time, in its sole discretion, maintain and update the Software hosted on Licensor's website.  All updates, new versions and enhancements provided by Licensor to Licensee shall be considered Software and shall be subject to the terms of this Agreement.

ARTICLE 4
DISCLAIMER OF WARRANTIES

4.1  DISCLAIMER OF ALL WARRANTIES.  THE SOFTWARE LICENSED HEREUNDER IS LICENSED ON AN "AS?IS" BASIS AND LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON?INFRINGEMENT REGARDING THE SOFTWARE OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT.  LICENSOR DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

ARTICLE 5
TERM AND TERMINATION

5.1  Term.  This Agreement will be effective as of the Effective Date for an initial term of thirty (30) days and shall be renewable in thirty (30) day increments upon payment of the License Fee.
5.2  Termination.  Either party may terminate this Agreement at will.  Licensor reserves the right to revoke the License and restrict or deny Licensee access to the Software at any time in its sole discretion.  Licensee can terminate this Agreement at the expiration of a thirty (30) day term without notice by not paying the License Fee to renew the license.
5.3  Consequences of Termination.  In the event of any termination of this Agreement, Licensee shall cease all use of the Software.

ARTICLE 6
REMEDIES

6.1  General.  Unless otherwise expressly provided herein, the rights and remedies of the parties as set forth in this Agreement are in addition to any other rights and remedies available to the parties at law or in equity.

ARTICLE 7
LIABILITY AND INDEMNIFICATION

7.1  Licensee Indemnification.  Licensee agrees to indemnify, defend and hold harmless Licensor, including such parties' employees, officers, directors, shareholders, agents, representatives and affiliates from and against any and all liability, suits, claims and proceedings (including reasonable attorney and professional fees) resulting from Licensee's use of Software that violates the terms of this agreement or that results in property loss or damage, or in personal injury to any person.
7.2  Notice of Claims.  Any party entitled to indemnification under this Agreement will notify the indemnifying party in writing of any claims actually known to the party seeking indemnification, for which it plans to seek indemnification under this Agreement, and will provide the indemnifying party with commercially reasonable information, assistance, and authority for handling and defense of such claims, all at the indemnifying party's expense.
7.3  Participation in Defense.  Notwithstanding the foregoing, the party seeking indemnification shall be permitted, at its own expense, to participate in the defense of any such claim through counsel of its own choosing.
7.4  Limitation on Damages.  LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE LICENSE FEES PAID.  UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER OR NOT FORESEEABLE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.  The remedies specifically provided by this Agreement and the provisions of this Section 7.4 set forth Licensee's exclusive remedies, and allocate between Licensor and Licensee the risks under this Agreement, some of which may be unknown or undeterminable.  Such limitations were a material inducement for Licensor to enter into this Agreement, and the parties have relied upon such limitations in determining whether to enter into this Agreement.
7.5  No Liability for Unauthorized Actions.  Licensor shall have no liability under any provision of this Agreement with respect to any performance problem, claim of infringement or other matter to the extent the liability arises out of (a) any unauthorized or improper use or modification of the Software, (b) any unauthorized combination of the Software with other software, (c) any use of any version of the Software other than the latest release provided by Licensor, (d) any breach of this Agreement by Licensee.
7.6  Force Majeure.  Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations) as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non?performing party with reasonable care.
7.7  Other Limitations.  Under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement.  Licensee shall have no rights or remedies against Licensor except as specifically provided in this Agreement.  No action or claim of any type relating to this Agreement may be brought or made by Licensee more than one (1) year after Licensee first has knowledge of the basis for the action or claim.

ARTICLE 8
USE RESTRICTIONS

8.1  Use Restrictions.  Licensee shall not do, nor shall it permit any other person to do, any of the following:
  (a)  use the Software for any purpose, at any location or in any manner not specifically authorized by this Agreement; or
  (b)  make or retain any copy of the Software; or
  (c)  create or recreate the source code for the Software, or re?engineer, reverse engineer, decompile or disassemble the Software; or
  (d)  modify, adapt, translate or create derivative works based upon the Software, or combine or merge any part of the Software with or into any other software; or
  (e)  refer to or otherwise use the Software as part of any effort to develop a program having any functional attributes, visual expressions or other features similar to those of the Software to compete with Licensor; or
  (f)  remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Software, or fail to preserve all copyright and other proprietary notices in any copy of the Software; or
  (g)  disclose Licensee's password to another person or allow a third party to obtain access to Software using Licensee's password; or
  (h)  sell, market, license, sublicense, distribute or otherwise grant to any person, including any outsourcer, vendor, consultant or partner, any right to use the Software, whether on Licensee's behalf or otherwise.

ARTICLE 9
NOTICES

9.1  Notices.  Communications relating to this Agreement shall be sent by certified mail, return receipt requested, telex, facsimile, e-mail or overnight mail to the addresses set forth below, or such other addresses as may be later designated by written notice of the parties.  Notice shall be deemed received upon confirmation of delivery (or receipt of transmission in the case of a facsimile) or three (3) days following the date upon which certified mail, return receipt requested is sent, whichever occurs first.

Licensor:	Attn.:	President
Brettco, Inc.
6347 North State Hwy. HH
Willard, MO 65781

Licensee:	Email or Home Address Supplied By Licensee at Registration.

ARTICLE 10
GENERAL

10.1  Waiver and Amendment.  The waiver of a breach of any term or condition of this Agreement will not constitute the waiver of any other breach of the same term or condition or any other term.  Waivers must be in writing and signed by the party against which such waiver is sought to be enforced.  No modification, amendment, or supplement to this Agreement will be binding upon the parties unless made in writing and duly executed by an authorized representative of both parties.
10.2  Relationship of the Parties.  The parties shall be treated for all purposes as independent contractors, no provision of this Agreement shall be construed to constitute or create a partnership, joint venture, agency or formal business organization of any kind.
10.3  Severability.  If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in effect, to be construed as if the unenforceable provision was originally deleted and to be further construed in such a manner as to give effect to the intent of Licensee and Licensor to the greatest extent possible.
10.4  Assignment.  Licensee may not assign this Agreement or any of its rights nor delegate its obligations hereunder.
10.5  Survival.  Articles 2, 5, 6, 7, 8, 9, and 10 shall survive and be unaffected by any termination of this Agreement.
10.6  Headings.  The headings of the various articles and sections in this Agreement are for convenience and reference only, and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.
10.7  Entire Agreement.  This Agreement sets forth the entire understanding of the parties as to the subject matter hereof and supersedes all prior agreements, discussions, and correspondence pertaining to the subject matter hereof.  Any preprinted terms and conditions on any order, invoice, statement or other communication issued in connection with this Agreement by either party will be of no force and effect.

BY CLICKING THE "I AGREE - LET'S PLAY" BUTTON, LICENSEE HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ AND UNDERSTANDS THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT AND AGREES TO BE BOUND BY THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT.


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