PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS"). BY CLICKING THE "ACCEPT" BUTTON BELOW, YOU AGREE TO THE TERMS OF THIS BRECK150 TOOL KIT © LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU SHOULD NOT CLICK ON THE ACCEPT BUTTON, AND YOU WILL THEN NOT BE ABLE TO ACCESS OR USE THE "BRECK150 TOOL KIT©".

AS USED IN THIS AGREEMENT, THE TERMS "YOU" AND "YOURS" MEANS OR REFERS TO THE PARTY TO WHOM THE LIMITED LICENSE TO USE THE BRECK150 TOOL KIT© IS GRANTED BY THIS AGREEMENT.

This Agreement is between you and the Breck150 Organizing Committee, comprised of the Town of Breckenridge, Colorado, the Breckenridge Resort Chamber, the Breckenridge Ski Resort, and the Breckenridge Heritage Alliance, an unincorporated nonprofit association (collectively, "COMMITTEE"), and is effective as of the date you accept the Terms by clicking the Accept Button, This Agreement describes your rights and obligations regarding access to, and use of, the Committee?s Breck150 Tool Kit©.

1. LIMITED LICENSE TO USE THE BRECK150 TOOL KIT©.

A. RIGHTS. Subject to and conditioned upon your continuing compliance with the limitations, restrictions, and obligations of this Agreement, including, without limitation, the restrictions set forth in Section 1.B below, the Committee grants to you a non-exclusive, nontransferable, and terminable limited right to reproduce and use the Breck150 Tool Kit©, including, without limitation, the graphics contained in the Breck150 Tool Kit©. Your authorized use of the right granted by this Agreement is limited to advertising or marketing your business or business-related activities during years 2008- 2009.

B. RESTRICTIONS.

Except to the extent that Committee otherwise authorizes you in writing, the following restrictions apply:

(1) The right to use the "Breck150 Tool Kit©", granted to you by this Agreement, including, without limitation, the graphics contained in the Breck150 Tool Kit© is merely a terminable license. Committee reserves all rights not expressly granted.

(2) You agree to strictly follow and adhere to the graphics standards contained in the Breck150 Tool Kit©, and not to vary from or modify the graphics standards without the prior written consent of the Committee.

(3) You may not sell, rent, lease, lend, or encumber the Breck150 Tool Kit©. You may not reproduce or distribute the Breck150 Tool Kit© to any third party, except as expressly authorized in this Agreement or by separate agreement with the Committee. You may not decompile, disassemble, or reverse-engineer the Breck150 Tool Kit©.

(4) The Breck150 Tool Kit© is the confidential, proprietary property of the Committee, and is copyrighted and owned by Committee. Nothing in this Agreement affects the Committee?s ownership of the Breck150 Tool Kit©.

(5) You may use the graphics that are included in the Breck150 Tool Kit© in accordance with the terms of this Agreement, including the Committee?s Breck150 Tool Kit© logo. However, no right, title or interest in or to any other trademark, service mark, logo or trade name of the Committee is granted under this Agreement.

C. DISCLAIMER OF WARRANTY. THE BRECK150 TOOL KIT© IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

D. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMMITTEE, OR ANY MEMBER ENTITY OF THE COMMITTEE, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, OR LOSS OF DATA, OR FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE BRECK150 TOOL KIT©, EVEN IF COMMITTEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS ITS ESSENTIAL PURPOSE.

E. RECORDS AND AUDIT. During the period of time when you use the Breck150 Tool Kit©, and for a period of three years after such last use, you agree to keep proper records and documentation of your compliance with this Agreement. Upon five business days' notice, you shall permit an independent auditing firm selected by Committee to examine and inspect, at your facility and during normal business hours, such records and documentation for the purpose of determining your compliance with the terms and conditions of this Agreement, at Committee's expense. Committee may exercise its audit right pursuant to this section at any time.

2. INDEMNIFICATION. To the fullest extent permitted by law, you agree to indemnify and defend the Committee, its officials, officers, employees, agents, and insurers from any claim or demand, including, without limitation, reasonable attorneys' fees, due to or arising out of your violation of this Agreement.

3. AUTHORITY. If you are accepting this Agreement on behalf of a partnership, limited partnership, corporation, limited liability company, other limited liability entity recognized by law, or your employer, you represent that you are authorized to bind such partnership, limited partnership, corporation, limited liability company, other limited liability entity recognized by law, or employer to this Agreement. You further represent that you are of majority age and otherwise competent to enter into contracts.

4. GOVERNING LAW. Any action related to this Agreement will be governed by Colorado law without regard to choice of law principles.

5. JURISDICTION; VENUE. The parties exclusively and irrevocably submit to, and waive any objection against, the personal jurisdiction of the Summit County, Colorado District Court in connection with any dispute concerning the enforcement or interpretation of this Agreement.

6. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

7 TERM AND TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Breck150 Tool Kit© and notifying the Committee in writing of the termination of this Agreement. Notice of termination should be sent to Committee in care of the Town of Breckenridge, P.O. Box 168, Breckenridge, Colorado 80424.The Committee may terminate this Agreement at any time without notice to you, and the Committee may require you to agree to modified terms to use the Breck150 Tool Kit© in the future. This Agreement will also terminate immediately without notice from Committee if you fail to comply with any provision of this Agreement. Upon termination of this Agreement, you must destroy all copies of the Breck150 Tool Kit©.

8. RELATIONSHIP. This Agreement does not create any partnership, joint venture, agency, or fiduciary relationship, and neither party may act in a manner that expresses or implies such a relationship.

9. INTEGRATION; MODIFICATION; NON-ASSIGN ABILITY OF AGREEMENT. This Agreement is the entire agreement between you and Committee relating to your rights and obligations regarding access to, and use of, the Breck150 Tool Kit©. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Oral amendments to this Agreement are not permitted. You may not assign this Agreement or any right granted hereunder to any third party without Committee's prior written consent, which consent may be granted, withheld or conditionally approved in the Committee?s sole discretion.