License Agreement
Please read and accept       
IMPORTANT - READ THESE ITEMS CAREFULLY BEFORE BECOMING AN AUTHORIZED USER OF ARMONKEY. BY USING ARMONKEY, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING ARMONKEY. YOUR INVITATION PROVIDED HEREUNDER WILL EXPIRE AND NOT OPERATE AFTER YOUR THIRTIETH DAY OF USE. YOUR MONTHLY PAYMENT IS REQUIRED FOR USE OF ARMONKEY AFTER THE THIRTY DAY TRIAL PERIOD.

LICENSE AGREEMENT
Toren, LLC ("Toren") is a developer and owner of a certain web based adventure racing team collaboration and event registration Web site ("ARMONKEY") which Toren will host and make available to divorced parents of children ("Customers") and other approved guests ("Users") through Toren's web based software to use remotely over the Internet. Customer desires to use ARMONKEY remotely over the Internet. Parties hereby agree as follows:

1. License. Toren hereby grants to Customers, a non-exclusive, limited, non-assignable, non-transferable license during the Term, to access and use ARMONKEY remotely over the Internet solely for the purposes of entering and managing race and training information for adventure racing and other related events. Customer and User's rights in the Licensed Software will be limited by the restrictions set forth in Section 3.2. The website will provide e-mail alerts/reminders and wireless communication areas. Toren shall have the right to suspend access of any Customer or User if such Customer or its User violates its License Agreement with Toren or the Acceptable Use Policy/Privacy Policy on the Internet.
       1.1. Refund Policy. All sales are final. No refunds will be issued.

2. Activation and Use of Service.
       2.1. Registration an Activation of Service. Subject to the terms of this Agreement and the Acceptable Use Policy, Toren will promptly provide Customers and their approved Users with User Names and Passwords for the number of Users.
       2.2. Unauthorized Use. Customer will not permit any individual or entity that is not an authorized User to use ARMONKEY and shall be responsible for any access or use of ARMONKEY by Customer or any person or entity using a password provided by Toren to Customer, whether or not such access or use has been authorized by Customer. Customer shall inform all Users that their use of ARMONKEY is subject to any terms and conditions set forth herein or on the website from which ARMONKEY is accessed. Toren shall have the right, in its sole discretion, to deactivate, change and/or delete passwords of Users who have violated any such terms or conditions.
       2.3. Disclaimer of Responsibility for Data and Links. Customer acknowledges that Toren is not responsible for and does not give any assurance to Customer, any User or any entity or person with respect to the validity and value, usefulness or accuracy of data input and material inputs by any Users (including by Customer) on ARMONKEY (the "Data"). Customer and all Users shall bear all risk associated with ARMONKEY and with the Data. Toren does not endorse any sites on the Internet that are linked to ARMONKEY.
       2.4. Change to ARMONKEY. Toren may upgrade, modify, change or enhance ARMONKEY and convert Customer to a new version therefore at any time at its sole discretion.
       2.5. Compliance. Customer and its Approved Users shall at all times comply with Toren's Acceptable Use Policy/Privacy Policy (the "Acceptable Use Policy"), which Acceptable Use Policy may be revised by Toren from time to time by posting a revised Acceptable Use Policy on ARMONKEY or associated website.

3. Ownership/Restrictions.
      3.1. Ownership. As between Customer and its Users and Toren, ARMONKEY shall remain the exclusive property of Toren, regardless of the form or media in which the original or other copies may subsequently exist, including, without limitation, all copyright, trademark, patent, trade secret rights inherent therein or appurtenant thereto. This Agreement shall not constitute a sale of ARMONKEY and no title or proprietary rights to ARMONKEY are transferred to Customer hereby.
      3.2. Restrictions. ARMONKEY' Customers and its Users shall not: (a) copy ARMONKEY or any portion thereof other than as required to use ARMONKEY remotely as intended by this Agreement; (b) translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code form from the object code of ARMONKEY; (c) modify, adapt, translate or create a derivative work from ARMONKEY; (d) remove any proprietary notices, labels, or marks on ARMONKEY; or (e) assign, sublicense, rent, transfer, publish, make available to third parties on a time sharing or service bureau basis or otherwise make available for the benefit of third parties all or any part of ARMONKEY, including, without limitation, by transmitting or providing ARMONKEY, or any portion thereof, over the Internet, or otherwise, to any third party. All rights not expressly granted hereunder are reserved to Toren.

4. Customer Warranties
       4.1. Data. Customer represents, warrants and covenants that he or she shall require each User to agree: (a) that it will not transmit or make available on ARMONKEY Data or Databases that are subject to any rights in favor of any other party unless approved by the third party or which are violative of an applicable court order or law, and (b) that by transmitting or allowing the transmission of any Data on ARMONKEY, or by making the Data available on ARMONKEY, Customer and Users are giving Toren a royalty fee, perpetual, irrevocable, non-exclusive worldwide right to transmit, reproduce, display and make available such Data in whole or in part on ARMONKEY for Customer and User's use.
       4.2. Lawful Use. Customer represents, warrants and covenants that he or she shall only use ARMONKEY for lawful uses. Customer recognizes and agrees that Toren at its sole discretion may (but has no obligation to) monitor any and all areas of ARMONKEY to over see compliance with this Agreement and Customer will so inform Users that their use of the Service will constitute consent to such monitoring.

5. Service Level Commitment. Toren endeavors to ensure that ARMONKEY is available 99% of any month. Toren will provide nightly backup of Customer Data in the unlikely event that emergency recovery is required. Customers have the ability to download their information results on demand for additional backup security and Toren strongly encourages same. Customer shall notify Toren immediately if Customer suspects ARMONKEY is unavailable due to fault by Toren. Toren may amend service level by posting it in the Acceptable Use Policy. Customer has a right to terminate its Agreement with Toren if it is unhappy with amended service level. The sole remedy of Customer with respect to service level is a credit with the maximum amount being the monthly amount.

6. Fees/Term.
       6.1. Monthly License Fee. Customer shall pay Toren a Monthly License Fee of $9.95. Toren collects the Monthly Licensee Fees in advance of the month ARMONKEY is to be used by Customers. Customer's credit card will be charged said amount on the first of every month. All taxes, including turnover taxes and indirect taxes, if any, owed to any countries in the territory shall be borne by Customer.

7. Disclaimer. CUSTOMER ACKNOWLEDGES THAT ARMONKEY IS PROVIDED HEREUNDER WITH NO WARRANTY WHATSOEVER. CUSTOMER ACKNOWLEDGES THAT ITS USE OF ARMONKEY IS AT ITS OWN RISK. ARMONKEY IS PROVIDED SOLELY ON AN "AS IS" BASIS. Toren MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. Toren EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT.

8. Indemnification. Customer agrees to defend, indemnify and hold harmless Toren, its parent, subsidiaries, affiliated companies, and their directors, officers, agents and employees (collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt, liability and expense (including reasonable attorneys' fees, costs and expenses) arising from breach of this Agreement by Customers or Users, whether or not such use was authorized by Customer. Customer also agrees to defend, indemnify and hold the Indemnified Parties harmless from any claims made against them arising out of the subject matter of this Agreement. Toren reserves the right to approve Customer's counsel to defend any such claims, which approval will not be unreasonably withheld, and to approve any settlement agreement. Toren also reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer hereunder.

9. Confidentiality.
       9.1. Non Disclosure. Customer acknowledges that ARMONKEY contains proprietary trade secrets of ARMONKEY and Customer agrees to maintain the confidentiality of ARMONKEY using at least as great a degree of care as Customer uses to maintain the confidentiality of Customer's own most confidential information.
       9.2. Passwords. Any and all passwords provided hereunder are deemed Confidential Information of Toren. Customer is responsible for maintaining the confidentiality of such passwords and shall be fully responsible for all activities that occur under such passwords. Customer agrees to (a) immediately notify Toren of any unauthorized use of such passwords or any other breach of security pertaining to ARMONKEY, and (b) ensure that Users exit from their accounts at the end of each session. Toren cannot and will not be liable for any loss or damage arising from Customer's or any User's failure to comply with this Section 9.2.

10. Limitation of Liability. IN NO EVENT SHALL Toren BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR ARMONKEY, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF INFORMATION OR DATA, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE), CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE. THE AGGREGATE LIABILITY OF Toren FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, OR ARMONKEY, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY Toren FROM CUSTOMER RELATING TO ITS USE OF ARMONKEY DURING THE CALENDAR QUARTER DURING WHICH SUCH CLAIM ACCRUED.

11. Term; Termination. The initial term of the initial license shall be for a free thirty (30) day trial. If Licensee decides to continue ARMONKEY, the Term of this Agreement (the "Term") shall commence on the date the first monthly payment is made and shall continue for an initial term of one (1) year thereafter, unless terminated earlier or renewed as set forth herein, and shall automatically renew for additional one (1) year terms unless either party cancels such renewal by written notice to the other party at least ninety (90) days in advance of the expiration of the then current term. Toren may immediately terminate this Agreement and ARMONKEY in the event that Customer or any User breaches any obligation, warranty, representation or covenant under this Agreement. If timely payment is not received by its due date, Toren reserves the right to either suspend or terminate Customer's or User's access to ARMONKEY. Customer may terminate this Agreement for any reason or no reason upon ninety (90) days written notice to Toren. Upon termination or expiration of this Agreement for any reason, the License and ARMONKEY shall terminate, Customer will be obligated to pay any and all Fees due hereunder up through the date of such termination or expiration and Toren shall have no further obligations to Customer. Sections 3, 4, 6, 7, 8, 9 and 10 hereof shall survive the expiration or termination of this Agreement for any reason.

12. Operating Provisions. Customer shall not have the right to assign, sublicense or transfer its rights hereunder to any third party and any such attempted assignment, sublicense or transfer is hereby null and void. Toren may assign, sublicense or transfer its rights hereunder to a third party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assignees. This Agreement is not intended to be enforceable against Toren by any party other than Customer, and is expressly not intended to be enforceable by any User or third party beneficiary. No waiver of any breach or condition of this Agreement by Toren shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. If any provision of this Agreement shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Toren shall not be liable for failure to perform hereunder due to the inability of Customer, User, Toren or any other person to connect to the Internet, or any other failure or unavailability of Internet connectivity or availability for any cause whatsoever, fiber optic cable cuts, interruption or failure of digital transmission links, hacker attacks, acts of God or nature, or any other cause beyond the control of Toren or Toren's exercise of its rights under this Agreement. This Agreement and all rights of the parties shall be governed by, and construed in accordance with, the laws of the State of Missouri pertaining to contracts made and to be wholly performed within such state, without taking into account conflicts of laws principles. In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, the parties hereto specifically consent and agree that the courts of the State of Missouri and/or the United States Federal Courts located in the State of Missouri shall have exclusive jurisdiction over each of the parties hereto and over the subject matter of any such proceedings and that the venue of any such action shall be in St. Louis County, Missouri and/or the United States District Court for the Eastern District of Missouri; provided, however, that Toren may bring an action to enforce Customer's payment obligations or to protect its Confidential Information or proprietary content in any other jurisdiction. In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorneys' fees and all other litigation costs, including expert witness fees, as part of damages. This Agreement contains the entire understanding between the parties hereto and supersedes any prior understanding, memoranda or other written or oral agreements between them respecting the within subject matter. This Agreement may be amended from time to time by Toren amending its Acceptable Use Policy. Any use by Customer of ARMONKEY after the amendment to the Acceptable Use Policy by amendment shall be deemed to constitute agreement by Customer to the amended Agreement.