CLIENT SOFTWARE LICENSE AGREEMENT OF MMB SPORTS ENTERPRISES AND BLISSWARE SOFTWARE. THE SOFTWARE TO WHICH YOU ARE REQUESTING ACCESS IS THE PROPERTY OF MMB SPORTS ENTERPRISES. THE USE OF THIS SOFTWARE IS GOVERNED BY THE TERMS AND CONDITIONS OF THE AGREEMENT SET FORTH BELOW. THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU, AS THE END-USER ("LICENSEE"), AND MMB SPORTS ENTERPRISES. BY INSTALLING THE SOFTWARE, YOU INDICATE THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THAT AGREEMENT. THEREFORE, PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT INSTALL BLISSCOUT. Ownership of the Software 1. The software contained on this CD, to which you are requesting access, is owned or licensed by MMB Sports Enterprises and BlissWare and is protected by United States copyright laws, laws of other nations, and/or international treaties. Grant of License 2. MMB Sports Enterprises hereby grants to you the right to install and use the Software on an unlimited number of computers, provided that the original CD is located in the same facility. You may make one copy of the Software for backup purposes only. Restrictions on Use and Transfer 3. You may not otherwise copy the Software, except that you may make one copy of the Software solely for backup or archival purposes. To this end, you may transfer the Software to a single set of disks provided you keep the disks solely for backup or archival purposes. You may not use the backup or archival copy of the Software except in conjunction with MMB Sports Enterprises products. 4. You may not transfer the Software to any third party without the express written permission of MMB Sports Enterprises. For permitted transfers, you may not export the Software to any country for which the United States requires any export license or other governmental approval at the time of export without first obtaining the requisite license and/or approval. Furthermore, you may not export the Software in violation of any export control laws of the United States or any other country. 5. You may not modify, translate, decompile, disassemble, use for any competitive analysis, reverse engineer, distribute, or create derivative works from, the Software or any accompanying documentation or any copy thereof, in whole or in part. 6. The subject license will terminate immediately if you do not comply with any and all of the terms and conditions set forth herein. Upon termination for any reason, you (the licensee) must immediately destroy the Software, any accompanying documentation, and all copies thereof. MMB Sports Enterprises is not liable to you for damages in any form solely by reason of termination of this license. 7. You may not remove or alter any copyright, trade secret, patent, trademark, trade name, logo, product designation or other proprietary and/or other legal notices contained in or on the Software and any accompanying documentation. These legal notices must be retained on any copies of the Software and accompanying documentation made pursuant to paragraphs 2 and 3 hereof. 8. You shall acquire no rights of any kind to any copyright, trade secret, patent, trademark, trade name, logo, or product designation contained in, or relating to, the Software or accompanying documentation and shall not make use thereof except as expressly authorized herein or otherwise authorized in writing by MMB Sports Enterprises. Limitation Of Liabilities 9. MMB SPORTS ENTERPRISES PROVIDES NO WARRANTIES FOR THE SOFTWARE OTHER THAN THOSE SET FORTH IN THIS AGREEMENT, AND ASSUMES NO LIABILITIES WITH RESPECT TO YOUR USE OF THE SOFTWARE. 10. LIMITED WARRANTY. MMB SPORTS ENTERPRISES WARRANTS THAT FOR A PERIOD OF THIRTY (30) DAYS FOLLOWING THE EFFECTIVE DATE, THE PRODUCTS, AS ORIGINALLY DELIVERED TO LICENSEE, WILL SUBSTANTIALLY CONFORM TO ORIGINAL CONCEPTION OF UTILITIES PUBLISHED SPECIFICATIONS FOR THIS PRODUCT, AND THAT ANY TANGIBLE MEDIA SUPPLIED WILL BE FREE FROM PHYSICAL DEFECTS. MMB SPORTS ENTERPRISES SOLE LIABILITY AND LICENSEE'S SOLE REMEDY FOR THE BREACH OF THIS WARRANTY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR, IF MMB SPORTS ENTERPRISES, IN ITS SOLE DISCRETION, THAT REPLACEMENT IS INADEQUATE OR IMPRACTICAL, THE REFUND OF THE LICENSE FEES PAID BY LICENSEE AND TERMINATION OF THE APPLICABLE LICENSE(S). MMB SPORTS AND ITS SUPPLIERS DO NOT WARRANT THAT THE PRODUCTS WILL SATISFY YOUR REQUIREMENTS, THAT THE PRODUCTS ARE WITHOUT DEFECT OR ERROR OR THAT OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED. 11. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE PRODUCTS AND ANY SOFTWARE ARE PROVIDED "AS IS," AND MMB SPORTS ENTERPRISES MAKES NO OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS RELATING TO THE PRODUCTS AND/OR ANY SOFTWARE, EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 12. LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES FOR WHICH LICENSEE MAY BE LIABLE PURSUANT IN THESE SECTIONS HEREOF, TO THE MAXIMUM EXTENT ALLOWED BY LAW NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 13. LIABILITY CAP. IN NO EVENT WILL MMB SPORTS ENTERPRISES LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEES PAID BY THE LICENSEE. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY HEREUNDER. 14. Indemnification. You agree to indemnify and hold harmless MMB Sports Enterprises and its officers, directors, shareholders, agents and employees against any claims, damages, obligations, liabilities, expenses and costs (including attorneys' fees and costs) arising out of or related to your use of the Products. 15. Audit Rights. MMB Sports Enterprises shall have the right to audit Licensee to ensure that Licensee's use of the Product is not violating this Agreement. MMB Sports Enterprises will give reasonable prior written notice to Licensee if an audit is requested. Any audits will occur during the standard business hours of and at the offices of Licensee. Licensee agrees to reasonably cooperate with any audits and to provide all pertinent records regarding the Product's use to MMB Sports Enterprises. The costs of the any audits will be borne by MMB Sports Enterprises alone. 16. Governing Laws and Jurisdiction. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Oklahoma exclusive of its conflicts of law principles and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties hereby exclusively and irrevocably submit to, and waive any objection against, the personal jurisdiction of the United States District Court for the Northern District of California, and the state courts of the State of California for the County of San Mateo. 17. Severability. If any provision of this Agreement is held illegal or unenforceable, that provision will be limited or eliminated to the maximum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 18. Entire Agreement and Amendment. This Agreement will constitute the entire agreement between the parties pertaining to the subject matter hereof and all other agreements, understandings, representations, warranties, and writings are superseded hereby. Amendment to this Agreement will only be effective if reduced to writing and executed by authorized signing representatives of the parties. 19. Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. 20. No Waiver of Rights. No waiver, implied or expressed, by either party or any right or remedy for any breach by the other party of any provision of this Agreement will be deemed or construed to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. 21. Force Majeure. With the exception of payment of monies, neither party will be liable for any failure to perform or delay in performance of its obligations hereunder caused by circumstances beyond its reasonable control or which make performance commercially impractical, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy or rebellion, insurrection, riot, civil commotion, strikes or other labor disputes, sabotage, epidemic, quarantine or any agency thereof, judicial action and any other such external circumstances. If the force majeure event lasts longer than sixty (60) days MMB Sports Enterprises may terminate this Agreement by providing to Licensee written notice to such effect. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.