PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE
GOLDPOCKET INTERACTIVE
 EM CG INTERFACE LICENSE AGREEMENT AND SOFTWARE REGISTRATION
This License Agreement ("License Agreement") is an agreement between you (either an individual or an entity) and GoldPocket Interactive, Inc. ("GPi") for the EM CG Interface ("Software"). By clicking on the "Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL OR USE THE SOFTWARE.
1.	DEFINITIONS.
(a)	"EM CG INTERFACE Software" or "Software" means the GPi EM CG INTERFACE TM software program supplied by GPi herewith, associated media and user manuals and other documentation, whether printed or in electronic or online format.
(b)	"Event Deployment Agreement" means an agreement between a customer and GPi for deploying interactive events on GPi’s EventMatrix TM system.
(c)	"GPi" means GoldPocket Interactive, Inc. and its licensors, if any.
(d)	"Event Matrix System" means the computerized system for conducting interactive events over IP which has been developed by or for GoldPocket and which GoldPocket refers to as the EventMatrix TM system, including future enhancements thereto. 
2.	LICENSE GRANTS. 
(a)	EM CG Interface Software.  GPi hereby grants you a nonexclusive license in the United States to install and use the EM CG Interface Software solely for the purpose of use on a single computer.  Such use shall be limited to the sole purpose of interfacing between the EventMatrix system and a television graphics system in association with a separate Event Deployment Agreement.  A license for the EM CG Interface Software may not be shared or used concurrently on different computers.
(b)	Audit.  You agree that GPi may audit your use of the Software for compliance with these terms at any time, upon reasonable notice.
3.	LICENSE RESTRICTIONS.  
(a)	Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network. 
(b)	You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
(c)	You may not make modifications to the Software or create derivative works based upon the Software.
(d)	You may not use the Software to interface between a television graphics system and any system other than GPi’s EventMatrix TM system.
(e)	You may not sell, rent, lease, transfer or sublicense the Software.
(f)	You may not export the Software from the United States.
(g)	In the event that you fail to comply with this License Agreement, GPi may terminate the license and you must destroy all copies of the Software immediately upon such termination.
4.	UPGRADES.  This License Agreement does not entitle you to receive any upgrades.  If you do receive an upgrade of this Software, you shall discontinue use of and destroy all other versions of the Software upon installation of the upgrade.  You agree by your installation and use of the upgraded version of the Software to adhere to the terms and conditions of the license agreement accompanying the upgraded version and to voluntarily terminate this License Agreement and that you will not continue to use the Software or transfer it to another person or entity.  
5.	OWNERSHIP.  The foregoing license gives you limited rights to use the Software. GPi retains all right, title and interest in and to, the Software and all copies thereof.  All rights not specifically granted in this License Agreement, including all intellectual property rights therein, are reserved by GPi.
 
6.	DISCLAIMER OF WARRANTIES.
(a)	GOLDPOCKET MAKES NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR COVENANTS IN RELATION TO THE SOFTWARE, ANY EVENT, OR THE EVENTMATRIX SYSTEM.  GOLDPOCKET HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR COVENANTS, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR TITLE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE) WITH RESPECT TO THE SOFTWARE, ANY EVENT, OR THE EVENTMATRIX SYSTEM.
7.	LIMITATION OF LIABILITY.
(a)	GPI SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS, INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF GPI 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.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF 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.
(b)	GPI'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.
8.	BASIS OF BARGAIN.  The Disclaimer of Warranties and Limitation of Liability set forth above are fundamental elements of the basis of the agreement between GPi and you. GPi would not be able to provide the Software on an economic basis without such limitations.
9.	U.S. GOVERNMENT RIGHTS AND EXPORT RESTRICTIONS.
a) U.S. Government Restricted Rights: If the Software or Documentation is acquired by or on behalf of the United States Government, the Government agrees that such Software or Documentation is “commercial computer software” or “commercial computer software documentation” and that absent a written agreement to the contrary, the Government’s rights with respect to such Software or Documentation are limited by the terms of this License Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable.
b) Export Restrictions. You shall not export or re-export the Software or Documentation from the United States 
10.	MISCELLANEOUS.  This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether or not formally accepted or rejected by GPi. The acceptance of any purchase order you place is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of GPi provided that new or replacement terms may accompany an upgrade and the manner of acceptance specified in connection with such terms shall govern how such terms become effective. GPi reserves the right to modify this License Agreement with respect to free versions of the Software upon seven (7) days written notice to you, using the address or email address provided by you.  If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.  This License Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts.  Any and all unresolved disputes relating in any way to, or arising out of, the Software, your use of the Software or this License Agreement shall be submitted to arbitration in the Commonwealth of Massachusetts; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which violates or may violate GPi’s intellectual property rights, or may cause continuing or irreparable harm to GPi (including, but not limited to, any breach that may impact GPi's intellectual property rights, or a breach by reverse engineering), GPi may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded, will not govern this License Agreement.
GoldPocket Interactive, Inc., 200 Boston Ave., Suite 1000, Medford, MA 02155 U.S.A. All rights reserved. EM CG Interface and EventMatrix are trademarks of GoldPocket Interactive, Inc.