END USER SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE ICON LABELED "I ACCEPT" OR PUTTING A CHECK IN THE CHECK BOX INDICATING THAT YOU HAVE READ THIS AGREEMENT AND ACCEPT IT’S TERMS. IF YOU DO NOT AGREE TO THIS LICENSE, YOUR ORDER WILL BE CANCELED, THE SOFTWARE WILL NOT BE DOWNLOADED AND YOU WILL NOT BE CHARGED.

License Grant

"You" means the person or company who is being licensed to use the Software or Documentation. "We," "us" and "our" means KickButtPopUp.com.

We hereby grant you a nonexclusive license to use one copy of the Software on any single computer, provided the Software is in use on only one computer at any time. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer-for example, a hard disk, CD-ROM or other storage device.

If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of the time, then that person may also use the Software on a portable or home computer.

Title

We remain the owner of all right, title and interest in the Software and related explanatory written materials ("Documentation").

Archival or Backup Copies

You may copy the Software for back up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.

Things You May Not Do

The Software and Documentation are protected by United States copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material-for example, a book. You may not:

Copy the Documentation,

Copy the Software except to make archival or backup copies as provided above,

Modify or adapt the Software or merge it into another program,

Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,

Place the Software onto a server so that it is accessible via a public network such as the Internet, or

Sublicense, rent, lease or lend any portion of the Software or Documentation.

Transfers

You may transfer all your rights to use the Software and Documentation to another person or legal entity provided you transfer this Agreement, the Software and Documentation, including all copies, updates and prior versions to such person or entity and that you retain no copies, including copies stored on computer.

Limited Warranty

We warrant that for a period of 90 days after delivery of this copy of the Software to you:

The media on which this copy of the Software is provided to you will be free from defects in materials and workmanship under normal use, and

The Software will perform in substantial accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, or to make any additional warranties.

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

Limited Remedy

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either:

Return the price you paid, or

Repair or replace the Software or media that does not meet the foregoing warranty if it is returned to us with a copy of your receipt.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

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

Term and Termination

This license agreement takes effect upon your use of the software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

Confidentiality

The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

Disputes

This license agreement shall be governed by, construed and enforced in accordance with the laws of the TN, as it is applied to agreements entered into and to be performed entirely within such jurisdiction.

To the extent you have in any manner violated or threatened to violate KickButtPopUp.com and/or its affiliates' intellectual property rights, KickButtPopUp.com and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of TN, and you consent to exclusive jurisdiction and venue in such courts.

Any other disputes will be resolved as follows:

If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Chattanooga, TN. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Chattanooga, TN, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

General Provisions

  1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.
  2. This license agreement may be modified only by a writing signed by you and us.
  3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
  4. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.