END-USER LICENSE AGREEMENT
--------------------------

REFLEXIVE ENTERTAINMENT, INC. ("REFLEXIVE") IS WILLING TO LICENSE THE SOFTWARE (as defined below) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENSE (the "License") AND INDICATE YOUR ACCEPTANCE BY CLICKING THE "I ACCEPT" BUTTON. PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING THE "I ACCEPT" BUTTON. BY CLICKING THE "I ACCEPT" BUTTON, AND/OR BY LOADING OR RUNNING THE SOFTWARE, BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, COMPUTER RAM OR OTHER STORAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SOFTWARE.

"Software" shall mean the game, toolkit, and all other software contained in the file you downloaded, all updates and/or patches thereto, any accompanying documentation, all on-line components, restricted-access BIG KAHUNA REEF community websites, and other Reflexive game-related services.

1. Grant of License. The Software is licensed to you, not sold, by Reflexive, and its use is subject to this License. Reflexive grants to you a limited, personal, non-exclusive right to use the Software in the manner described in the user documentation. If the Software is configured for loading onto a hard drive, you may load the Software only onto the hard drive of up to five machines that you own and run the Software from only those hard drives. You may permanently transfer all rights Reflexive grants to you in this License, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, and any upgrades), and the recipient reads and accepts this License. Reflexive reserves all rights not expressly granted to you by this License.

2. Restrictions. Reflexive and/or their suppliers own the title, copyright, and other intellectual property rights in the Software. The Software contains copyrighted material, trade secrets and other proprietary material. You may not delete the copyright notices or any other proprietary legends on the original copy of the Software. You may not decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software. You may not copy, rent, lend, lease, sublicense, distribute, publicly display, create derivative works based upon the Software (except as provided in Section 3 below) or otherwise commercially exploit the Software (including, without limitation, hosting pay-per-play servers).

3. End-User Variations. So long as you fully comply, at all times, with this License, Reflexive grants to you a limited, personal, revocable, non-exclusive right to: (i) use the Software's toolset feature to create your own BIG KAHUNA REEF Levels("User Made Levels"), and (ii) create your own modifications to work with the Software (e.g., custom data files not created using the toolset) (the "User Conversions", and together with the User Made Levels, the "Variations").  Your rights to create Variations are subject to the following restrictions: (1) your Variations must only work with the full commercial version of the software game BIG KAHUNA REEF; (2) your Variations must not contain modifications to any executable file; (3) your Variations must not contain any libelous, defamatory, pornographic, obscene, or other illegal material, material that is scandalous or invades the rights of privacy or publicity of any third party, or contain any trademarks, copyright-protected work or other property of third parties, or contain any viruses, worms, or other malicious code; and (4) you may not rent, sell, lease, lend, offer on a pay-per-play or timesharing basis or otherwise commercially exploit or commercially distribute your Variations (including, without limitation, hosting pay-per-play servers, hosting pay-per-download web-sites for Variations including sites that charge for bandwidth use, and independently selling Variations online, at retail, mail order, etc.). Without limiting the foregoing, you expressly acknowledge and agree that in no event shall you have the right or license to make any modification (whether using the toolkit or otherwise) to any portion of the Software for the purpose of creating any data file, executable, or other derivative work that is intended to operate in a stand-alone mode, with any pre-release or beta version of BIG KAHUNA REEF, or any software program other than BIG KAHUNA REEF.

4. Distribution and Serving of Variations. So long as you fully comply at all times with this License, Reflexive grants to you the limited, personal, revocable, non-exclusive right to: (i) distribute your User Made Levels or User Conversions by means of providing a copy of the actual Module or User Conversion code to other users (e.g., via ftp, email, disc copies, etc.) (collectively "Distribute"); and (ii) to allow other users to play your User Made Levels.

5. Reflexive's Use of Variations. If you Distribute, or permit others to Distribute, your Variations, you hereby grant back to Reflexive an irrevocable royalty-free right to use and distribute such Variations by any means, and to make such modifications thereto as Reflexive and deem are necessary to package, combine, and otherwise distribute such Variations. If you do not wish to grant these rights to Reflexive, you must not Distribute your Variations.). Reflexive will make a reasonable effort to provide credit to you in the event it uses or distributes your Variations, but you acknowledge that identifying you and/or other Variation creators may be difficult, and any failure by Reflexive  to provide credit to any person shall not be a breach of this License and shall not limit Reflexive's rights to use and distribute any Variation. 

6. Revocation of Rights. Reflexive may at any time and in its sole discretion revoke your right to make your Variations publicly available provided that Reflexive shall not revoke your right to Distribute a Variation if Reflexive is, at the time of such revocation, using or distributing such Variation.

7. Termination. This License is perpetual and may not be terminated except by mutual written agreement of the parties hereto. However, your rights to use the Software, as set forth above: (i) may be terminated by you at any time, by destroying the Software; or (ii) will terminate immediately without notice from Reflexive if you fail to comply with any provision of this License (in which event, you must destroy the Software).

8. Disclaimer of Warranty on Software. You are aware and agree that use of the Software and the media on which it is recorded is at your sole risk. The Software and the media are provided "AS IS." 

9. Disclaimer of Variations. Regarding Variations created by other users. Reflexive specifically disclaims any warranties relating in any way to such user-created content, and you agree that neither Reflexive their assignees or successors, nor any of their licensors or suppliers shall in any way be responsible for the content or functionality of such user content. 

10. Disclaimer of Other Content. As a service to you, Reflexive may include with the Software third party drivers and other software utilities intended to assist you with installing and operating the Software (collectively, the "Drivers"). Reflexive specifically disclaims any warranties relating to the Drivers, and you agree that your use of the Drivers is at your own risk. The Drivers are not part of the Software and shall not be governed by the terms and conditions of this License except for and to the extent of this disclaimer. 

11. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, REFLEXIVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REFLEXIVE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REFLEXIVE, OR ANY REFLEXIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL REFLEXIVE BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SOFTWARE, INCLUDING THOSE THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF REFLEXIVE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT SHALL REFLEXIVE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS 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.

13. Indemnity; Injunctive Relief. You agree to indemnify, defend and hold harmless Reflexive, and its officers, employees, directors, agents, licensees (excluding you), successors and assigns from and against all losses, lawsuits, damages, causes of action and claims relating to and/or arising from your breach of this License, distribution or any use of any Variations, and/or any other use of the Software. You agree that your unauthorized use of the Software, or any part thereof, may immediately and irreparably damage Reflexive such that Reflexive could not be adequately compensated solely by a monetary award and that at Reflexive's option, Reflexive shall be entitled to an injunctive order, in addition to all other available remedies including a monetary award, appropriately restraining and/or prohibiting such unauthorized use without the necessity of Reflexive posting bond or other security. Your obligations set forth in this Section shall survive the cancellation or termination of this License.

14. Choice of Law and Venue. THIS LICENSE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CONTROLLING U.S. FEDERAL LAW AND THE LAWS OF THE STATE OF CALIFORNIA, EXCLUSIVE OF ITS CHOICE OF LAW AND/OR CONFLICTS OF LAW JURISPRUDENCE. THE EXCLUSIVE VENUE FOR ALL LITIGATION REGARDING OR ARISING OUT OF THIS LICENSE SHALL BE IN LOS ANGELES COUNTY, CALIFORNIA, AND YOU AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS IN LOS ANGELES COUNTY, CALIFORNIA FOR ANY SUCH LITIGATION.

15. Miscellaneous. Nothing herein shall be deemed to supercede or derogate from Reflexive's remedies at law for any violation of this License or applicable law. If any provision of this License is unenforceable, the rest of it shall remain in effect. This License constitutes the entire agreement between you and Reflexive with respect to the use of the Software and the support services (if any) and supersedes all prior or contemporaneous oral or written communications and representations with respect to the Software or any other subject matter covered by this License.
