SKYCADDIE® SOFTWARE END USER LICENSE AGREEMENT



This is a legal agreement between you and SkyHawke Technologies, LLC (“Licensor”). You agree that this license agreement is enforceable like any written negotiated agreement signed by you. This Software module license agreement is for use with the SKYCADDIE® Personal Digital Caddie. These modules are licensed components of the SkyGolf GPS® Software. You acknowledge this agreement by selecting the “ACCEPT” option below, and by proceeding with the download and installation of this computer Software from the Internet, disks, CD-ROM, or any other media. The Software (including any embedded software, drivers, enhancements, revisions, downloads, modifications or updates), documentation and any fonts that came with your SKYCADDIE® Personal Digital Caddie, whether on disk, in read only memory, on any other media or in any other form (collectively the “SkyGolf GPS® Software” or “Software”) are licensed, not sold, to you by Licensor for use only under the terms of this License, and Licensor reserves all rights not expressly granted to you.



PLEASE READ CAREFULLY THIS LICENSE AGREEMENT BEFORE CLICKING ON THE ACCEPT BUTTON BELOW. PROCEEDING WITH THE INSTALLATION OF THIS COMPUTER SOFTWARE INDICATES YOUR ACCEPTANCE OF THE LICENSE TERMS. IF YOU DO NOT AGREE WITH THE TERMS, YOU SHOULD CANCEL THE INSTALLATION PROCESS AND RETURN THE PACKAGE TO THE POINT OF PURCHASE WITHIN THIRTY (30) DAYS TO APPLY FOR A REFUND.



1) Grant of License - Licensor provides the SkyCourse® databases, internet web site access and all Software, and grants a limited license for their use for the duration and under the terms of your Membership Plan and the additional terms set forth below. You will lose access to any SkyCourses downloaded to your SkyCaddie unit following expiration of your Membership Plan if not timely renewed.



a. You are granted a nontransferable, non-exclusive license to use the Software under the terms stated in this Agreement for solely personal noncommercial use. Title and ownership of the Software and of the copyright in the Software remains with the Licensor. The rights granted herein are limited to Licensor’s intellectual property rights in the Software and do not include any patents or other intellectual property rights. You own the media on which the Software is recorded but Licensor and/or Licensor’s licensor(s) retain ownership of the Software itself;



b. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, de-compile, re-compile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works or translations of the Software. SkyCourse® databases or other Software downloaded from the Licensor’s web site may not be transferred or transmitted to any other GPS hardware, GPS Software, or user, except to an authorized SkyGolf GPS® hardware/software system and user authorized by the Licensor.



c. You may not assign, distribute, lease, rent, lend, sublicense, or transfer this license to the SkyGolf GPS® Software, or any of its modules or components, except as provided herein or by item (b.) above, or disclose the SkyGolf GPS® Software to any other person or entity, or otherwise offer access to or use of, the SkyGolf GPS® Software via the Internet or via any other network which is available to or accessible by third parties. Any attempt to do so is a violation of the rights of Licensor and its licensors of the SkyGolf GPS® Software and SkyGolf GPS® Software Updates. If you breach this restriction, you may be subject to prosecution and damages. You may, however, make a one-time permanent transfer of all of your license rights to the SkyGolf GPS® Software to another party in connection with the transfer of ownership of your SKYCADDIE® Personal Digital Caddie, provided that: (a) the transfer must include your SKYCADDIE® Personal Digital Caddie and all of the SkyGolf GPS® Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the SkyGolf GPS® Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the SkyGolf GPS® Software reads and agrees to accept the terms and conditions of this License.; and



d. This License is effective until terminated. This license terminates, without notice, if you fail to comply with any provision of this Agreement. You agree upon termination to destroy the Software, together with all copies, modifications and merged portions in any form, including any copy in your computer memory or on a hard disk.



2) LIMITATION OF LIABILITY



LICENSOR PROVIDES THIS SKYGOLF GPS® SOFTWARE ON AN “AS IS” BASIS AND DOES NOT WARRANT THE EXECUTION OR PERFORMANCE OF ITS SOFTWARE. NO WARRANTIES ARE EXPRESSED AND NONE SHALL BE IMPLIED. LICENSOR SPECIFICALLY EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE FOREGOING MAY NOT APPLY TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR AN LICENSOR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SKYGOLF GPS® SOFTWARE OR SOFTWARE UPDATES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO REFUNDS SHALL BE GIVEN FOR SKYGOLF GPS® SOFTWARE, OR FOR SUBSCRIPTION FEES PAID FOR SKYCOURSE® DATABASES. IN NO EVENT SHALL LICENSOR’S LIABILITY TO YOU FOR DAMAGES HEREUNDER FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SKYCADDIE® PERSONAL DIGITAL CADDIE, SKYGOLF GPS® SOFTWARE AND SOFTWARE UPDATES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.



THE SKYGOLF GPS® SOFTWARE AND SOFTWARE UPDATES ARE NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SKYGOLF GPS® SOFTWARE OR SOFTWARE UPDATES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.



Please be advised that golf is an inherently dangerous activity, and use of the SKYCADDIE® Personal Digital Caddie on a golf course is at your own risk.



3) Export Control - You may not use or otherwise export or reexport the SkyGolf GPS® Software or Software Updates except as authorized by United States law and the laws of the jurisdiction(s) in which the SkyGolf GPS® Software and Software Updates were obtained. In particular, but without limitation, neither the SkyGolf GPS® Software nor the Software Updates may be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SkyGolf GPS® Software and Software Updates, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the SkyGolf GPS® Software or the Software Updates for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.



4) U.S. Government Restricted Rights - The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subdivision (c) (1) of The Rights in Technical Data and Computer Software clause at 252.227-7013. Contractor/Manufacturer is SkyHawke Technologies, LLC, 274 Commerce Park Drive - Suite M, Ridgeland, MS 39157.



5) Choice of Law - This Agreement is governed by the laws of the state of Mississippi. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.



6) Complete Agreement - This License constitutes the entire agreement between the parties with respect to the use of the SkyGolf GPS® Software and Software Updates licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.