GAMETEXTURES.COM LICENSE AGREEMENT

(Licensee has a revenue cap of less than $250,000)

THIS IS A BINDING LEGAL AGREEMENT (AGREEMENT”) BY AND BETWEEN (“LICENSEE”) AS HEREINAFTER DEFINED AND REMOTE-CONTROLLED CHAOS, LLC-DBA GAMETEXTURES.COM (“LICENSOR”). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE INTERNET BY LICENSOR AND IS APPLICABLE TO ONLINE DELIVERY OF LICENSED MATERIAL BY ORDERING A LICENSE, LICENSEE IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS. LICENSOR AND LICENSEE MAY BE REFERRD IN THIS AGREEMENT COLLECTIVELY AS “PARTIES”, OR INDIVIDUALLY AS A “PARTY”.

1. Definitions.

A. “Confidential Information” includes all nonpublic information disclosed to or by either Party, its employees, sublicensees, subsidiaries, business partners or assigns, or their respective agents or contractors, that is designated as confidential or proprietary, or that, given the nonpublic, sensitive nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. At a minimum, it includes, without limitation: (a) any document marked “Confidential”; (b) the nature, content and existence of any discussions made between the Parties; (c) any source code or documentation disclosed by Licensor; (d) any names of actual or potential customers disclosed, whether or not marked as confidential; and (e) third-party information that either Party is obligated to keep confidential. Notwithstanding the foregoing, Confidential Information does not include information can be established by written evidence (i) to be already known by disclosing party; or (ii) is or has become publicly known and made generally available to the public through no act or omission of the non- disclosing Party.

B. “Derivative Works” means a work based upon one or more preexisting works, in which the work has been be recast, transformed, adapted, revised or modified.

C. "Documentation" means all written materials, binders, training disks and other materials supplied by Licensor.

D. “Effective Date” means the date that Licensee enrolls in subscription to Game Textures.com.

E. “Free Membership” means the subscription on GameTextures.com website that does not require a Subscription Fee.

F. “GT Library” means the Original Works available for use on the Licensor’s website for a Subscription fee and excludes all source code and documentation.

G. "Intellectual Property" means current or future proprietary information, patents, patent applications, trademarks, trade names, copyrights, service marks, certification marks, collective marks, designs, processes, inventions, licenses, domain names, design rights, trade secrets, technical data, products, plans, services, markets, development, inventions, processes, formats, technologies, copyrights, know how, including commercial know how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration or service, or other business information disclosed to Licensee by Licensor directly or indirectly in any medium, whether in writing, orally, by visual observation or otherwise.

H. “Invoice” means the computer-generated standard form provided by Licensor setting out the terms agreed upon with the Licensee. The Invoice is incorporated herein and all reference to the Agreement include the Invoice.

I. “License” means any right(s) granted to the Intellectual Property of Licensor to Licensee as further detailed this Agreement.

J. “Licensee” means the party purchasing a license hereunder.

K. “Licensed Materials” means collectively GT Library and Derivative Works.

L.> “Modify” means to create or engage in creating a Modification.

M. “Modification” means deleting code from, adding code to, or altering the Code in the Licensed Materials.

N. "Object Code" means machine readable computer programs, procedural binary files, raw bitmap data or files.

O. “Original Work" means the first edition of the Licensed Materials delivered by Licensor to Licensee which are a collection of one or more digital files, including 3D models, texture maps, motion captures, photographs, imagery, application and plug-in software, materials and shaders, shapes and vector graphics building components, sound effects, stock music, and videos, packaged in the form of a product in the GT Library on Licensor’s website and that can be identified by a product ID.

P. “Reproduction” and “Reproduce” means any form of copying or publication of any Licensed Material in whole or in part via any medium and by whatever means, the alteration in whole or in part of any Licensed Material, and the creation of an derivative work that incorporates any Licensed Material.

Q. “Subscription Fee”means the annual fee set out in the Invoice and available at the purchaser screen of GameTextures.com payable by Licensee to Licensor for the license to use the Licensed Materials which includes the respective terms in each package. This fee is paid in accordance to your individual billing agreement.

>R. "Source Code" means the plain text, readable computer programming code, associated procedural code and supporting documentation for the Original Work and any releases, error corrections or enhancements pertaining thereto.

S. “Unique Work” means a version of the Original Work which is a distinguishable variation that is inseparable and an interdependent part of a unitary whole. Modifications that are non-original, trivial, commonplace or differ only in insignificant details or in elements which are variants commonly used shall not cause re-characterization from an Original Work to a Unique Work.

2. Grant of License. Licensor hereby grants to Licensee, subject to the terms of this Agreement, a revocable, non-exclusive, non-transferable, non-assignable right and license to use, reproduce, display, enhance and modify the Licensed Materials as well as make Derivative and Unique Works. Licensee agrees to use, maintain and include all copyright, patent notice, trademark, service mark, other proprietary markings or confidential legends on all Licensed Materials, Derivative Works and Unique Works consistent with good practices and industry standards.

3. Subscription Fees:

A. Subscription Fee: Licensee agrees to receive Invoices from Licensor electronically via the email address associated with Licensee’s account. If Licensee fails to pay Licensors Invoice in full within the time specified in the Invoice, Licensor may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as allowed by law, on any unpaid balance until payment is received.

B. All Subscription Fees are exclusive of any applicable sales, use, withholding or other transactional taxes and all such taxes, if any, are the sole responsibility of Licensee.

C. All Subscription Fees due to Licensor and not paid within thirty (30) days after the date such amounts are due and payable shall bear interest at the rate of six (6%) percent per annum or the maximum rate of interest allowable by law. Failure to remedy nonpayment may result in termination of the Licensee’s rights under this Agreement

4. Term: This Agreement shall commence on the Effective Date and continue in effect for one year with the perpetual option to renew for an additional year by paying an additional Subscription Fee.

5. Retention of Rights. Licensor retains all Intellectual Property Rights in and to the, GT Library, Derivative Works and Original Works, including all source code, object code and documentation.

6. Maintenance. To the extent Licensee has a paid-in-full active Subscription Fee, and upon written notification of a problem with the Licensed Material, Licensor shall endeavor to provide Licensee with reasonable maintenance, support and updates, including all patches, bug fixes and follow-up versions, together with related downloadable content. Except as provided above, Licensor has no obligation to notify Licensee of any new versions, fixes, updates or follow-up versions of the Licensed Materials.

7. Reproduction. Licensee may reproduce the Licensed Materials, in whole or in part. All reproduced Licensed Materials must be a part of a compressed, secured archive.

8. Modification. Licensee may modify the Licensed Materials, merge them into existing software and create derivative works, provided such modified Licensed Materials, excepting Unique Works, shall be deemed to be Licensed Materials for purposes of this Agreement, and shall continue to be subject to all of the terms and conditions of this Agreement.

9. Sublicense. Licensee is expressly prohibited from sublicensing the Licensed Materials to third parties.

10. Termination. Licensor may terminate or cancel this Agreement and/or any licensee if (a) Licensee fails to pay Licensor any Fee; (b) Licensee provides inaccurate information regarding its proposed use of the Licensed Material; (c) Licensee is in default of any other provision herein and said default is not cured within fourteen (14) business days after Licensor has given written notice of said Default of Licensee; or (d) Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law. Failure of Licensor to terminate or cancel this Agreement as provided in this Section 10 shall in no way be construed as a waiver of Licensor’s right to terminate or cancel this Agreement for any other related or unrelated cause granted under this Agreement.

In the event of termination or cancellation of this Agreement, the Licensor may (a) require that the Licensee cease any further use of the Licensed Materials, or any portion thereof, and immediately return the Licensed Materials and all copies thereof, in whole or in part, to Licensor; and (b) cease using the Licensed Materials or any portion thereof in future modifications, merged software or derivative works.

11. Notice of Defect. If Licensee believes there is a defect, Licensee must notify Licensor in writing within fourteen (14) days of the Effective Date. After Licensor's analysis of the reported defect and if, in Licensor’s sole discretion, a defect is identified, Licensee's exclusive remedy shall be: (a) the correction or workaround of software by Licensor; or (b) Licensee shall be entitled to a refund of the pro-rated fee for the year in which the defect is identified, as determined by the Licensor in its sole discretion.

12. Licensee Warranties. Licensee shall monitor the Licensed Materials and ensure that all use is in compliance with the terms of this Agreement. Licensee shall be responsible and liable for any and all non-compliance with this Agreement by Licensee, sublicensee or by any person or entity who obtains access to the Licensed Materials through Licensee. Licensee represents and warrants that as of the time of delivery, Licensee will have evaluated, tested and examined the Licensed Materials and will have determined independently that the Licensed Materials are suitable for the use intended by this Agreement. Licensee assumes all responsibility and risk of selection, installation, use, efficiency and suitability of the Licensed Materials.

13. Licensor Warranty. THE LICENSED MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL PERFORM WITHOUT ERROR NOR THAT THEY WILL RUN WITHOUT IMMATERIAL INTERRUPTION. LICENSOR PROVIDES NO WARRANTY REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF A MODIFICATION OF THE LICENSED MATERIALS OR UNAUTHORIZED USE. LICENSOR WARRANTS THAT AS OF THE HEREIN EFFECTIVE DATE, THERE IS NO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

14. Limitation of Liability. In no event shall Licensor be liable to Licensee for any damages resulting from or related to any failure of the Licensed Materials including, but not limited to, loss of data or delay of the Licensor in the delivery of the Licensed Materials. In no event shall either Party be liable to the other Party, in contract, tort, negligence, strict liability, products liability or otherwise, for any indirect, special or punitive damages or lost profits arising out of or related to this Agreement, or the performance or breach thereof, even when advised of the possibility thereof. Licensor’s liability to Licensee, if any, shall in no event exceed the total of the fees paid under this Agreement.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION OTHER THAN AN ACTION BY LICENSOR TO COLLECT ANY FEES DUE HEREUNDER.

15. Licensee Indemnity. Licensee shall be solely responsible for, and shall indemnify, defend and hold Licensor harmless from, all damages, liabilities, charges and expenses (including reasonable attorneys' fees) from all claims, lawsuits or other proceedings arising out of or relating to (a) Licensee or sublicensee’s use of the Licensed Materials in a manner not permitted by this Agreement; (b) the acts or omissions of Licensee, sublicensee, employees, agents and all persons or entities who have access through Licensee to the Licensed Materials, (c) any claim which could have been avoided by the use of the most current, unaltered release of the Licensed Materials on the GT Library, regardless of whether the Licensee or sublicensee has an active subscription thereto; or (d) any claim based upon any combination of the Licensed Materials with software not supplied by or authorized by Licensor if such claim could have been avoided but for such combination or modification to the Licensed Materials by the Licensee or sublicensee or at their direction.

16. Licensor Indemnity. Licensor shall defend or settle, at its own expense, any claim made against Licensee that the Licensed Materials, in whole or in part, after the effective date of the herein Agreement, infringes any United States patent, published patent application, copyright, trade secret or other proprietary right, and Licensor shall indemnify and hold Licensee harmless against any final judgment that may be awarded by a court against Licensee as a result of the foregoing; provided, however, Licensee shall (a) give Licensor written notice of such claim within thirty (30) days of the date Licensee is first aware or should be aware of the claim; and (b) provide Licensor with reasonable cooperation and all information in Licensee's possession related to said claim. Licensor shall have sole control of the defense of such claims and all related settlement negotiations.
THE PROVISIONS OF THIS SECTION STATE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO LICENSEE, AND LICENSOR'S SOLE AND EXCLUSIVE LIABILITY.

17. Licensee Remedy for Claimed Infringement. If a claim is made that the Licensed Materials, or any portion thereof, infringe any United States patent, copyright, trade secret or other proprietary right, Licensor, at its sole expense and option, shall either: (a) procure for Licensee the right to exercise the license granted hereunder with respect to the Licensed Materials; (b) modify the Licensed Materials to make them non-infringing; (c) replace the Licensed Materials with equivalent materials; or (d) terminate this Agreement and issue a pro rata refund of the License Fee.
Licensor shall have no liability to the Licensee or any sublicensee for a claim of infringement if (a) the infringement would have been avoided by the use of the most current, unaltered release of the Licensed Materials available on the GT Library, regardless of whether the Licensee or sublicensee has an active subscription thereto; or (b) if the claim is based upon any combination of the Licensed Materials with software not supplied by or authorized by Licensor if such claim could have been avoided but for such combination or modification to the Licensed Materials by the Licensee or sublicensee or at their direction.
THE PROVISIONS OF THIS SECTION STATE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO LICENSEE, AND LICENSOR'S SOLE AND EXCLUSIVE LIABILITY.

18. Licensor Remedy and Unauthorized Use. Any use of Licensed Material by Licensee, any sublicensee or agent thereof in an unauthorized manner, including, but not limited to, reverse engineering, decompiling, disassembling, otherwise attempting to derive any of the Licensed Materials’ source code or acting in any manner constituting copyright infringement, shall entitle Licensor to exercise all rights and remedies available to it under domestic and international copyright laws. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition to and without prejudice to Licensor’s other remedies under this Agreement, including Termination, Licensor reserves the right to charge, and Licensee agrees to pay, a fee equal to up to five (5) times the license fee charged herein for unauthorized use of the Licensed Material.

19. Nondisclosure of Confidential Information. Licensee and Licensor shall not use Confidential Information of the other Party for any purpose other than to facilitate the transactions contemplated by this Agreement (“Purpose”). The Parties (a) shall not disclose Confidential Information to any employee, contractor or sublicensee of the other party unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with a Party under terms no less restrictive than described herein; and (b) shall not disclose Confidential Information to any other third party without the other Party’s prior written consent. If a Party is required by order of a court or administrative agency of competent jurisdiction or is otherwise required by law to disclose Confidential Information of the other Party, said Party will (i) notify the other Party in writing as soon as possible, (ii) reasonably cooperate with the other Party should it seek a protective order or other relief limiting or conditioning such disclosure; and, (iii) disclose only the minimum information legally required, whether or not a protective order or other relief is in place. Except to the limited extent of such disclosure, all of the obligations of this Section shall continue to apply to Confidential Information so disclosed.

20. Injunction. Licensee agrees that any breach of Article 18 and Article 19 would cause Licensor irreparable injury for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Licensor shall be entitled to injunctive relief against such breach or threatened breach without proving actual damage or posting a bond or other security.

21. Publicity. Upon obtaining written or oral consent of the other Party, which shall be given liberally and within five (5) business days of the request, Licensee and Licensor may publicly discuss their relationship in any advertising, promotional, educational marketing or materials or otherwise make public statements.

22. Force Majeure. Where there is an event of force majeure, including, but not limited to, natural disaster, industrial action, war, prohibition or legal enactment, the Party prevented from performing, or delayed in performing, its obligations under this Agreement must immediately notify the other Party with the full particulars of the event and the reason(s) that it is prevented from performing or delayed in performing in its obligations. Such Party shall use its commercially reasonable efforts to mitigate the effect of the force majeure event upon its performance.

23. Relation of the Parties. This Agreement will not be construed as creating an agency, partnership, joint venture or other form of association for tax purposes or otherwise between the Parties. The Parties will at all times be and remain independent contractors, and neither Party shall have the authority to bind the other Party in any manner.

24. Jurisdiction; Attorney’s Fees. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Washington, and the Parties consent to the exclusive venue and jurisdiction of the State and federal courts in King County, Washington. If any Party to this Agreement hires an attorney to enforce or interpret the terms and conditions, then the prevailing Party shall be entitled to an award of reasonable attorney fees and expenses, in addition to any other damages or relief to which that Party may be entitled.

25. Conflict. In the event of any conflict or inconsistency this Agreement and the GameTexures.com website Terms and Conditions, the herein Agreement shall control.

26. Binding Effect and Assignment. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

27. Assignability. Licensee shall not, directly or indirectly, by operation of law or otherwise, transfer or assign the Licensed Materials or this Agreement, or transfer or assign any license rights granted hereunder, in whole or in part, without having secured the prior written consent of Licensor, which shall be given at Licensor’s sole discretion. Any attempted assignment in violation of this section shall be void.

28. Waiver. No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

29. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability, but shall not render invalid or unenforceable the remaining terms and provisions of this Agreement in this or any other jurisdiction.

30. Notices. Notices pursuant to this Agreement shall be sent to the addresses below, or to such others as either Party may designate in writing.