Electronic End-User License Agreement for RoBOT StopLight™ Version 1.0

Notice to user:

This Box Office Tickets Inc. ("BOT") End-User License Agreement ("Agreement") accompanies the RoBOT StopLight™ product hardware, including scanning and display devices; computer software; and related equipment and explanatory materials (collectively, "Licensed Goods", unless otherwise noted). The term "Licensed Goods" also shall include without limitation, any upgrades, modified versions, or updates of the Licensed Goods that may be licensed to you by BOT from time to time. As used herein, the terms "You" and "Your" shall mean the entity that you are an agent, employee, officer or director of.

Please read this Agreement carefully. At the end, You will be asked to accept this Agreement and continue to launch. If You decline to accept and be bound to the terms of this Agreement, You will not be able to use the Licensed Goods. The parties agree to the electronic execution and transmission of this Agreement.

Upon Your acceptance of this Agreement, BOT grants to You rights to use the Licensed Goods, provided that You agree and adhere to the following terms and conditions:

1. Use of the Software.

   BOT hereby grants and You hereby accept a limited, non-exclusive, personal, non-sublicenseable and non-assignable right and license to use the Licensed Goods in connection with the validation and processing of tickets and secure access control for Events. As used herein, the term "Events" shall mean an attraction that is scheduled to be presented or produced by You for which tickets are to be sold by BOT pursuant to a Processing Agreement between You and BOT (the "Processing Agreement")

   You may install the software comprising the Licensed Goods on a handheld computer, hard disk for the purposes of: (i) permanent installation onto hard disks or other storage devices, or (ii) a backup copy of said software.

   You may not make and/or distribute copies of the Licensed Goods, including copies for commercial distribution under any circumstances.

2. Copyright and Trademark Rights.

   The Licensed Goods are exclusively owned by BOT, and their structure, organization, and code are the valuable trade secrets or intellectual property of BOT. The Licensed Goods also are protected by United States Copyright Law and International Treaty provisions and other applicable laws. You may use BOT's trademarks only insofar as to accurately identify BOT as the provider of the Licensed Goods, in accordance with accepted trademark practice, including identification of BOT as the owner of the trademarks. Such use of any trademark does not give You any rights in that trademark. Except as expressly provided herein, this Agreement does not grant You any intellectual property rights or ownership interests in the Licensed Goods.

3. Warranties and Restrictions.

   You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the computer software comprising the Licensed Goods.

   You represent, warrant and covenant that You are authorized to control the admission for Events and that You will only use the Licensed Goods in connection with validation and processing of tickets and secure access control for such Events.

   You and BOT agree that the provisions contained herein, including all restrictions, are for the benefit of BOT. BOT shall be entitled to injunctive relief, as well as such further rights and remedies as it may have at law or equity, against unauthorized disclosure or use of the Licensed Goods, or against other breach or threatened breach of these provisions.

4. Security.

   All Licensed Goods, as appropriate, must be pre-registered with the BOT network. Once registered, no additional passwords are required. The Licensed Goods will automatically negotiate with the BOT network to exchange all appropriate configuration and security settings. You are responsible for any use of the Licensed Goods, including without limitation, the scanning of tickets (collectively, "Transactions") attributable to Your Licensed Goods, whether entered by You or by any other person (whether or not authorized by You), and You will be bound by such actions. You shall notify BOT immediately upon learning or suspecting that any unauthorized party has obtained any hardware, software, or other materials comprising the Licensed Goods. You shall maintain adequate internal procedures and controls over Your use of the Licensed Goods.

5. Termination.

   This Agreement is effective as between You and BOT upon Your acceptance of its terms and shall continue until terminated.

   BOT may terminate this Agreement, in the event of a breach by You, upon 15 days written notice. Termination will occur upon the 15th day unless You rememdy such breach to BOT's satisfaction during the 15 day period.

   Either Party may terminate this Agreement by written notice to the other Party, and may regard the other Party as in default of this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs or is likely to occur, the Party directly involved in such event shall immediately notify the other Party of its occurrence.

   This Agreement will terminate immediately, without any notice from BOT, on the occurrence of the termination of the Processing Agreement between You and BOT.

   You may terminate this Agreement as between You and BOT at any time by notifying BOT, in writing, of Your intent to terminate this Agreement and returning the Licensed Goods and all copies in Your possession or control.

   Upon termination You must return the Licensed Goods and all copies in Your possession or control. Any use of the Licensed Goods by You after the termination of this Agreement shall be considered a willful infringement of BOT's copyright or other rights in the Licensed Goods.

6. Warranty Disclaimers.

   THE LICENSED GOODS ARE LICENSED TO YOU "AS IS" AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

   BOT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE COMPRISING THE LICENSED GOODS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE LICENSED GOODS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE LICENSED GOODS WILL BE CORRECTED OR THAT THE LICENSED GOODS DO NOT INFRINGE THE RIGHTS OF A THIRD PARTY. FURTHERMORE, BOT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED GOODS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

7. Limitation of Liabilities.

   WHILE EVERY EFFORT IS MADE TO ENSURE THAT THE LICENSED GOODS ARE FREE FROM DEFECT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, NEGLIGENCE OR OTHERWISE, SHALL BOT OR ITS DISTRIBUTORS, DEALERS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT OR GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, LOSS OF BUSINESS INFORMATION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL OR PECUNIARY DAMAGES OR LOSSES OCCASIONED BY THE USE OF OR INABILITY TO USE THE LICENSED GOODS TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL BOT BE LIABLE FOR ANY DAMAGES, EVEN IF BOT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. YOU AGREE THAT USE OF THE LICENSED GOODS IS ENTIRELY AT YOUR OWN RISK.

8. Indemnity.

   You hereby waive, release, forgive, discharge and relinquish any and all claims that You now have or may have against BOT, its employees, agents and representatives, which arise from or relate to or are incidental to Your use of the Licensed Goods or this site or to the Transactions. You agree to indemnify, hold harmless and defend BOT and its affiliates, parent companies, subsidiaries, officers and directors, at Your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by BOT or its affiliates, parent companies, subsidiaries, officers and directors arising out of or relating to Your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, (b) use or misuse of the Licensed Goods, or (c) any Transaction attributable to Your Passwords.

9. Notice to Government End Users.

   The Licensed Goods and the related documentation are "Commercial Items," as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

10. Governing Law and General Provisions.

    This Agreement will be governed by the laws of the State of Maryland, excluding the application of its conflicts of law rules. Any action or proceeding seeking to enforce any provision of, or based on any right arising under this Agreement shall be brought in the United States District Court for the District of Maryland. The parties agree that such court shall be the exclusive forum for all such actions and proceedings, and waive any objection to venue based on the doctrine of forum non conveniens or otherwise.

    This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA), the applications of which are expressly excluded. The parties hereby agree that their contractual rights and obligations arising from this transaction shall be solely and exclusively set forth in this Agreement.

    You represent, warrant and covenant that You have the power to enter into this Agreement, and that the person manifesting assent to the terms of this Agreement on Your behalf is properly and legally authorized to do so.

    If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Licensed Goods 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. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement constitutes the entire agreement between the parties with respect to the use of the Licensed Goods, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement may only be modified in writing signed by an authorized officer of BOT. The current version of this Agreement can be found at www.boxofficetickets.com/RoBOT/RoBOTStopLight/licenseAgreement.html. In the event of any conflict of terms between this Agreement and the Processing Agreement or any other agreement between You and BOT, the terms of this Agreement shall prevail with respect to the subject matter of this Agreement.

Box Office Tickets Inc., 818 SW 3rd Avenue PMB 213, Portland, Oregon 97204-2405 USA.

YOUR ACCEPTANCE OF THE FOREGOING AGREEMENT IS INDICATED DURING INSTALLATION BY CLICKING THE "YES" BUTTON LOCATED AT THE BOTTOM OF THIS AGREEMENT.

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