I. DEFINITIONS

1. “C4 Engine” is a software product licensed by Terathon Software LLC and includes all related source files, object code, tools, and documentation. The term “C4 Engine” shall also specify any software, in source or object format, resulting from any modification of the C4 Engine from its original form.

2. “Licensor” is Terathon Software LLC, a California limited liability company.

3. “Licensee” is an individual or company who becomes a party to this agreement and consequently gains access to source code and other materials composing the C4 Engine.

4. “Work” is a product or any part of a product created by a Licensee using the C4 Engine, any component of the C4 Engine, or any modified version of the C4 Engine.

5. “Publisher” shall mean any present or past member of the Entertainment Software Association (ESA) or the Entertainment and Leisure Software Publishers Association (ELSPA), including any parent or subsidiary of any member firm.

II. LICENSE

1. This agreement grants a single Licensee a limited, non-exclusive license to use the C4 Engine for the purposes of creating software products including, but not limited to, games, simulations, and scientific applications. A separate license must be purchased for each individual who is to have access to the C4 Engine.

2. Any potential Licensee, whether it be an individual or a business entity, who has directly or indirectly entered into a publishing agreement with a Publisher is not eligible to enter into the C4 Engine Standard License Agreement. If a Licensee becomes ineligible because a publishing agreement was entered after the Licensee entered the C4 Engine Standard License Agreement, then either (a) the Licensee must upgrade to the C4 Engine Professional License, or (b) this agreement must be terminated, upon which the Licensee is required to destroy all copies of the C4 Engine in its possession.

3. The Licensor agrees to provide to the Licensee all of the relevant materials, including source code, object code, tools, and documentation, that collectively make up the versions of the C4 Engine that function under the Microsoft Windows operating system and Apple Mac OS X operating system. Such materials shall be provided by means of electronic download.

4. The Licensor agrees to make available for download to the Licensee, at intervals determined solely by the Licensor, all revisions it makes to the C4 Engine.

5. The Licensee may create an unlimited number of Works using the C4 Engine.

6. Any Works created by the Licensee may be publicly or privately sold for a value less than $100.00 (US), distributed, or released by physical or electronic means so long as they do not include any source code or documentation belonging to the C4 Engine or any modification thereof. No Work may be sold at a value equivalent to $100.00 (US) or greater. The Licensee must upgrade to the C4 Engine Serious Games License in order to sell a Work for $100.00 or more.

7. This license may not be transferred to a third party under any circumstances.

III. FEES AND REQUIREMENTS

1. The Licensee agrees to pay to the Licensor a one-time, non-refundable fee of $350.00 (US) less any applicable discount. Payment of this fee allows a single individual to use the C4 Engine and to access the associated source code. A separate license must be obtained for each individual who is to have access to the C4 Engine source code.

2. For each Work created by the Licensee using the C4 Engine and distributed by any means, the “Powered by the C4 Engine” logo provided by the Licensor must be displayed as follows.

(a) If the Work has a title screen, then the logo must appear on the title screen. Alternatively, the Work may display the logo by itself for not less than one second before the title screen appears each time the Work is launched. In either case, the logo must be displayed at a reasonable size not less than 256 pixels in width.

(b) If the Work is distributed in a physical package, then the logo must be printed on the package at a size not less than one inch (2.54 cm) in width.

(c) In no case shall the logo be cropped or modified in appearance from its original form.

3. The Licensee may not sell, rent, lease, sublicense, or redistribute the C4 Engine or any augmentation or modification thereof to a third party, except as part of a Work, and then only in object code form. Under no circumstances may the Licensee distribute C4 Engine source code to a third party.

4. The Licensee shall not remove or alter any notice of copyright, trademark, patent, or confidentiality from the C4 Engine.

IV. NON-DISCLOSURE

1. The Licensee agrees to conscientiously and carefully protect the confidentiality of the materials composing the C4 Engine. The Licensee acknowledges and understands that all information pertaining to the internal functioning of the C4 Engine, including, but not limited to, source code, software design, algorithmic processes, mathematical formulas, security measures, and performance data, is confidential. The Licensee may not, through any means, disclose to any third party, excepting those who have also entered into this licensing agreement, any confidential information without the express written permission of the Licensor.

2. The Licensee acknowledges that the unauthorized disclosure of confidential information, whether intentional or accidental, may result in significant and irreparable damages to the Licensor, and that it may be difficult to assign a monetary value to such damages. Therefore, in the event of a breach of this section, the Licensor shall be entitled, without waiving any other rights or remedies, to such injunction or equitable relief as may be deemed proper by a court of competent jurisdiction.

3. The Licensee shall not be liable for disclosure of confidential information that (a) was publicly available at the time it was communicated to the Licensee, (b) was made publicly available by the Licensor at some time before disclosure by the Licensee, or (c) is required to be disclosed in response to a valid order by a court or other governmental body, provided that the Licensee provides the Licensor with at least ten (10) days prior written notice of such disclosure in order to permit the Licensor to seek confidential treatment of such information.

V. TERMINATION

The Licensor may, without waiving any rights, terminate this agreement if (a) the Licensee breaches any of its terms and conditions, (b) it is discovered that the Licensee misrepresented its identity or intentions, or (c) the Licensee attempts to circumvent or undermine any security mechanisms implemented on the Terathon Software website (www.terathon.com). Upon termination, the Licensee is required to immediately destroy all copies of the C4 Engine in its possession.

VI. DISCLAIMER

1. THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE LICENSOR MAKES NO WARRANTY REGARDING THE PRODUCT, EXPRESS OR IMPLIED. THE LICENSOR EXPRESSLY DISCLAIMS AND THE LICENSEE HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

2. The Licensee hereby acknowledges and agrees that the Licensor (including parents, subsidiaries, affiliates, officers, employees, agents, directors and independent contractors of the Licensor) has not made or granted any express or implied warranties concerning the Product.

3. (Limitation of Damages) The Licensor shall not be liable for any indirect, lost profits, consequential, exemplary, incidental or punitive damages under this License regardless of the form of action, whether in contract or in tort, including negligence, regardless of whether the Licensor has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. The liability of the Licensor for any reason and for any cause of action whatsoever, whether in contract or in tort, including negligence, in connection with this License and the C4 Engine shall be limited to the amount of money paid by the Licensee to the Licensor under Article III.

4. (Force Majeure) The Licensor shall not be liable for any failure to perform its obligations under this License because of circumstances beyond the control of the Licensor, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war; any acts or omissions of any government, governmental authority, declarations of governments, transportation delays, power failure, computer failure, telecommunications failure, electronic mail failure, failure of the Licensee to cooperate with the reasonable requests of the Licensor, misuse of the C4 Engine by the Licensee, breach of this License by the Licensee, and any events reasonably beyond the control of the Licensor.

VII. INDEMNIFICATION

The Licensee shall defend, indemnify, and hold harmless the Licensor and their officers, directors, employees, and agents from and against any expense, cost, loss, or liability resulting from any claims related to use of the C4 Engine and any updates, enhancements, or modifications thereto, (including, without limitation, any claim for breach of warranty, libel, slander, and invasion of privacy) and any liability, demands, claims, or actions arising from the acts (or any failure to act) of the Licensee hereunder and any breach by the Licensee of the obligations of the Licensee hereunder.

VIII. MISCELLANEOUS

1. This agreement may not be modified unless agreed in writing and signed by both the Licensor and Licensee.

2. This License contains the entire understanding of the parties and supersedes any and all previous verbal and written agreements between the parties concerning licensing of the C4 Engine.

3. (Severability) If a provision of this License is rendered invalid, the remaining provisions shall remain in full force and effect.

4. This License shall be governed by the laws of the State of California, United States of America, without regard to any rules of conflict and choice of laws that require the application of laws of another jurisdiction, and venue shall be Sacramento, California.

5. Waiver of breach of this License shall not constitute waiver of another breach. Failing to enforce a provision of this License shall not constitute a waiver or create an estoppel from enforcing such provision. Any waivers of a provision of this License shall not be binding and shall be void unless such waiver is in writing and signed by the party waiving such provision.

6. It is agreed that the relationship of the parties is primarily that of licensee and licensor. Nothing herein shall be construed as creating a partnership, joint venture, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party shall maintain its separate identity.

7. Each party hereby represents and warrants that all representations, recitals, statements, and information provided to each other under this License are true, correct, and accurate to the best of their knowledge.

8. In the event of litigation or arbitration arising out of this License, the losing party shall pay all costs and expenses of litigation or arbitration for both parties.

9. The terms and conditions of Articles III, IV, VI, VII, and VIII of this License shall survive termination and cancellation of this License.