END-USER LICENSE AGREEMENT

ROSS RACING ENTERPRISES INC SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND ROSS RACING ENTERPRISES INC. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN SELECT THE “I DO NOT AGREE” BUTTON AT THE END OF THIS AGREEMENT. YOUR SOFTWARE WILL BE REMOVED AND A CODE WILL BE DISPLAYED. E-MAIL THE SOFTWARE REMOVED CODE AS INSTRUCTED AND YOU WILL BE GIVEN A FULL REFUND.

1. Definitions:

a. Ross Racing means Ross Racing Enterprises, Inc and its licensors, if any.

b. Software" means only the Ross Racing software program(s) and third-party software programs, in each case, supplied by Ross Racing herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation.

2. License Grants

The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:

a. You may install and use the Software on a single computer; or install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. A license for the Software may not be shared, installed or used concurrently on different computers.

b. You may install the second copy of the Software on the portable or home computer (1) is not used at the same time as the copy of the Software on the primary computer and (2) is used by the primary user solely, (3) the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed.

c. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes.

d. Mandatory Product Activation. The license rights granted under this Agreement require you to activate your licensed copy in the manner described during the setup sequence of the Software. You may need to activate the Software through the use of the E-Mail. There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that Ross Racing Enterprises, Inc may use those measures and you agree to follow any requirements regarding such technological measures. You may also need to reactivate the Software if you modify your computer hardware or alter the Software. Product activation is based on the exchange of information between your computer and Ross Racing. None of this information contains personally identifiable information nor can they be used to identify any personal information about you or any characteristics of your computer configuration.

3. License Restrictions

Other than as set forth in Section 1, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.
You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.
Other than with respect to a Trial Version or a Not For Resale Version of the Software, you may permanently transfer all of your rights under this EULA only as part of a sale or transfer, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, any upgrades, this EULA, the serial numbers, and, if applicable, all other software products provided together with the Software), and the recipient agrees to the terms of this EULA. If the Software is an upgrade, any transfer must include all prior versions of the Software from which you are upgrading. If the copy of the Software is licensed as part of the whole Studio (as defined above), the Software shall be transferred only with and as part of the sale or transfer of the whole Studio, and not separately. You may retain no copies of the Software. You may not sell or transfer any Software purchased under a volume discount. You may not sell or transfer any Trial Version or Not For Resale Version of the Software.
Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.
Unless otherwise provided herein, you shall not (A) in the aggregate, install or use more than one copy of the Trial Version of the Software, (B) download the Trial Version of the Software under more than one username, (C) alter the contents of a hard drive or computer system to enable the use of the Trial Version of the Software for an aggregate period in excess of the trial period for one license to such Trial Version, (D) disclose the results of software performance benchmarks obtained using the Trial Version to any third party without Ross Racing’s prior written consent, or (E) use the Trial Version of the Software for a purpose other than the sole purpose of determining whether to purchase a license to a commercial or education version of the software; provided, however, notwithstanding the foregoing, you are strictly prohibited from installing or using the Trial Version of the Software for any commercial training purpose.
You may only use the Not For Resale Version of the Software to review and evaluate the Software.
You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.
You may receive the Software in more than one medium but you shall only install or use one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the server or computer on which the Software is to be installed.
You may receive the Software in more than one platform but you shall only install or use one platform.
You shall not use the Software to develop any application having the same primary function as the Software.
In the event that you fail to comply with this EULA, Ross Racing may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).

4. Upgrades

If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is pursuant to Section 2.

5. Ownership

The foregoing license gives you limited license to use the Software. Ross Racing and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by Ross Racing and its suppliers.

6. Limited Warranty and Disclaimer

a. Except with respect to any Sample Application Code, Trial Version and Not For Resale Version of the Software, Ross Racing warrants that, for a period of ninety (90) days from the date of delivery (1) when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software; and (2) the physical media on which the Software is furnished will be free from defects in materials and workmanship under normal use.

b. ROSS RACING PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE. ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED "AS IS".

c. ROSS RACING GUARANTEES THE SOFTWARE TO BE FREE OF DEFECTS DUE TO WORKMANSHIP OR MATERIALS. LIABILITY IS LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE SOFTWARE . BECAUSE AUTOMOBILE OR KART RACING IS A DANGEROUS SPORT, THE BUYER ASSUMES ALL AND LIABILITY WHATSOEVER RESULTING FROM USE OF THE SOFTWARE. IF THERE ARE ANY QUESTIONS, PLEASE CALL US FOR FURTHER CONSULTATION. THE SOFTWARE SETUP SUGGESTIONS ARE FOR RACE APPLICATIONS ONLY

d. ROSS RACING IS NOT RESPONSIBLE FOR ANY MISUSE OF THE SOFTWARE. AUTOMOBILE RACING IS A DANGEROUS SPORT - ROSS RACING IS NOT RESPONSIBLE FOR DAMAGE INJURY OR DEATH AS A RESULT OF SUCH RACING.

e. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.

f. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ROSS RACING, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

g. (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

7. Exclusive Remedy

Your exclusive remedy under the preceding is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to Ross Racing no more than ninety (90) days following delivery to you, Ross Racing will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. Ross Racing shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.

8. Limitation of Liability

a. NEITHER ROSS RACING NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ROSS RACING OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b. ROSS RACING’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $500 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.

c. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

d. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

9. (Outside of the USA) Consumer End Users Only

The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.

The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

10. General

a. This EULA shall be governed by the internal laws of the State of Oklahoma, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Oklahoma County, Oklahoma or the federal courts in the Oklahoma to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

b. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of Ross Racing to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

c. No Ross Racing dealer, agent or employee is authorized to make any amendment to this EULA.

d. If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.

e. All questions concerning this EULA shall be directed to: Ross Racing Enterprises, Inc., 12440 Sussex Road, Midwest City, OK 73130.

f. Ross Racing and other trademarks contained in the Software are trademarks or registered trademarks of Ross Racing Enterprises, Inc. in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use Ross Racing's or its licensors' names or any of their respective trademarks