User shall be solely responsible for payment of Taxes on any transactions set forth herein or undertaken by any Party pursuant to this Agreement, including, without limitation, Taxes imposed by any Governmental Authority on the payment of the Amounts, transactions associated with or arising out of any license of the Licensed Property or the provision of any services.


1) User Covenants/Representations/Warranties

User hereby covenants, represents and warrants as of the Effective Date and throughout the Term and where applicable, after the Term, the following:

User: (a) has the authority to enter into this Agreement, (b) is at least eighteen (18) years old and (c) shall comply with the terms and conditions of thiThis License and Service Agreement (this “Agreement”) is made and entered into on the date the Manifestation of Assent was made (“Effective Date”) by and between P4 Enterprises, LLC, a Nevada limited liability company (“P4”), and the natural person that indicates the Manifestation of Assent (“User”) (together the “Parties” and individually the “Party”).

In consideration of the covenants, representations and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows (certain terms used herein shall have the meaning ascribed to such terms as set forth in Schedule



2) Grant of License

Subject to the terms and conditions of this Agreement, P4 hereby grants to User a personal, limited, revocable, non-exclusive, non-transferable, non-assignable license to: (a) execute the executable code of the Software generally and commercially available from P4 enabling review, purchase, and/or feedback of snowboard accessories and other products and service functions as made available by P4 from time to time (“Licensed Software”) through the domain name  (“Domain Name”) and/or through certain mobile devices utilizing a User account; provided, however, that access to and execution of the executable code of any Licensed Software may, in P4’s sole and absolute discretion, be denied at: (i) certain times reasonably designated by P4 for updates, back-ups and/or maintenance of the Enabled Content and/or Licensed Software and/or (ii) other times unexpected and/or outside the reasonable control of P4, including, without limitation, network outages, technical errors, and third Person acts or omissions that prohibit, hinder or otherwise preclude access to and execution of the Licensed Software; and (b) view and print the Enabled Content only for the User’s personal, noncommercial purposes; provided, however, that nothing in this Agreement shall grant a license to Disclose such Enabled Content to any third Person.

  1. Service/Product Delivery/Return
    1. Subject to the terms and conditions of this Agreement and only after P4 accepts the Registration (in P4’s sole and absolute discretion) and issues a Confirmation to User (whether or not received by User), P4 shall use P4’s reasonable efforts to: (a) provide reasonable access to certain Licensed Software through a User account and (b) as applicable, deliver the product(s) identified in the Confirmation within a reasonable period after P4 receives payment of the Amounts for such product(s).
    2. P4 shall bear the risk of loss or damage associated with the product(s) identified in the Confirmation until such product(s) are delivered to Federal Express, UPS or other generally known common carrier (“Common Carrier”) with the delivery instructions identified on the Confirmation (“Delivery”), at which time the User shall bear the risk of loss or damage.
    3. User may return to P4 any unused product(s) using a Common Carrier within fourteen (14) days after Delivery and P4 may, in its sole discretion, refund the Amounts for any returned unused product (subject to a restocking fee of twenty percent (20%) of the corresponding Amounts for the returned unused product) or credit the remainder of the corresponding Amounts to User’s account.  Notwithstanding the foregoing, no refund or credit shall be provided if: (a) the product is returned after fourteen (14) days or (b) the returned product was damaged pursuant to or arising from any intentional, reckless, willful, or negligent act or omission of the User or a third Person after Delivery.
  2. Payment
    1. User shall pay P4 the Amounts designated on the Confirmation and as otherwise obligated by User and hereby authorizes P4 to charge the Amounts to any credit card or electronic payment method approved by P4 (in P4’s sole and absolute discretion); provided, however, that if the amount designated on the Confirmation is clearly erroneous, P4 shall have the right to charge the correct amount upon notice to User.
    2. In addition to any other remedies available in this Agreement or otherwise in Law or in equity: (a) P4 may limit or suspend access by the User to all Licensed Software or other Licensed Property in the event User fails to timely pay any Amounts due to P4 and (b) User shall pay to P4 interest on any late payments in an amount that shall be the lesser of: (i) one percent (1%) per month or (ii) the maximum percentage allowed by Law.  Payment when due of the Amounts by User is of the essence of this Agreement.
    3. s Agreement;
    4. P4 cannot control the Internet or events or activities of third Persons outside of P4’s control and P4 shall not be liable for, or be in breach of this Agreement as a result of or related to any unavailability, delay, or malfunction of any Licensed Property associated with, relating to, resulting from, or arising from any cause beyond P4’s control, including, without limitation, war, insurrection, public enemy, acts of God, terrorist acts, changes in Laws, acts or omissions of Governmental Authorities, labor disputes, strikes, and/or power failures;
    5. User shall comply with all applicable Laws;
    6. P4 may, in P4’s sole and absolute discretion, use and Disclose the User’s name, title, picture, biography, likeness, trade names, marks, domain names and/or logos in any promotional or marketing Content in any Media worldwide in association with, related to, or arising from the marketing, advertisement, promotion, distribution and/or sale of the Licensed Property, including, without limitation, in any press release or testimonial;
    7. User has read, consents to and shall comply with the Privacy Policy, including, without limitation, that P4 may, in P4’s sole and absolute discretion, Disclose User Content to affiliated (by contract, equity or otherwise) Persons;
    8. User shall be responsible for all use by User of the Licensed Property, including, without limitation, associated with, related to, or arising from any User account name and password, shall maintain confidentiality of the User account name and password and shall immediately notify P4 in writing of any Disclosure and/or unauthorized use of such account name and password;
    9. User owns or has a right to Disclose all the User Content (including, without limitation, all credit card Content) and the User Content has not, nor shall not, infringe or misappropriate any third Person’s Intellectual Property or otherwise violates any Laws, including, without limitation, any privacy, defamatory or obscenity Laws;
    10. No User Content contains any nudity, profanity, obscenity, or other offensive Content, including, without limitation, any threatening, harassing, slurring, abusive, or defamatory Content;
    11. To the extent User is deemed an owner of any right, title, or interest (including, without limitation, any Intellectual Property right, title or interest) in and to the Licensed Property, P4 Intellectual Property, Confidential Information or any other Intellectual Property which P4 has Developed or otherwise has a bona fide claim of ownership (whether arising from this Agreement or otherwise), User hereby assigns any such right, title or interest to P4 and shall execute all documents and undertake all actions necessary to effect the clarification of ownership of all such right, title or interest in and to P4 and to permit P4 to apply for registration of any Intellectual Property right, title and/or interest and/or issuances of patents, as well as maintain any registrations or issuances granted;
    12. User shall not view or print the Enabled Content for any purpose outside the limited scope set forth in Section 1 without express written consent of P4, such consent granted or denied in P4’ sole and absolute discretion;
    13. User shall not charge any Person any amount to: (a) execute the Licensed Software or (b) view, print or otherwise use the Enabled Content;
    14. User shall not Encumber, nor authorize nor enable any Person to Encumber, the P4 Intellectual Property or any portion thereof;
    15. User shall not Disclose any Content on or through the Domain Name containing a virus, bug, Trojan horse, worm, time bomb, cancelbot, corrupted Content, security breach, any intrusion from internal or external sources, or other similar Content that may damage the operation of the Licensed Property or any Person’s computer or property;
    16. User shall not utilize framing technology to enclose any Enabled Content without express written consent of P4, such consent granted or denied in P4’ sole and absolute discretion;
    17. User shall not use any meta tags or other Content utilizing P4 Intellectual Property without the express written consent of P4, such consent granted or denied in P4’s sole and absolute discretion;
    18. User shall not, and shall not permit any Person to, copy, make derivative works, disassemble, decompile, or reverse engineer the Licensed Property; and
    19. User shall in no way represent that User has any right, title or interest in or to the Licensed Property.
  3. Retained Rights
    1. P4 may, in P4’s sole and absolute discretion, modify any and all of the Licensed Property without notice at any time.
    2. All licenses not expressly granted to User pursuant to this Agreement are reserved by P4.  User shall not acquire any right, title or interest in and to the Licensed Property.
    3. All right, title and interest in and to the Licensed Property, including, without limitation, the Intellectual Property in and to the Licensed Software, exclusively vests in and shall always vest with P4.
    4. P4 retains the right to preclude User’s use of any portion of the Licensed Software that is determined to infringe a third Person’s Intellectual Property or that is the subject of a prohibition of use by any Governmental Authority (a “Prohibition Event”).  If a Prohibition Event occurs and such preclusion follows, then P4 shall have ninety (90) days to provide a substitute, in P4’ reasonable discretion, to the affected Licensed Software for User ’s use consistent with the provisions of this Agreement.
  4. Confidentiality/Trade Secrets
    1. Throughout the Term and for a period of two (2) years after the Termination Event (or any longer period allowed by law), User shall not Disclose the Confidential Information to any Person.  In perpetuity, User shall not Disclose the P4 Trade Secrets (including, without limitation, the terms of this Agreement) to any Person.  All provisions protecting Confidential Information in this Agreement shall be deemed to also protect P4 Trade Secrets, but references to P4 Trade Secrets shall not be deemed to automatically refer to Confidential Information. This Section does not apply to information or data generally publicly known through no fault of User.
    2. User: (a) shall not remove, alter, hide or otherwise diminish or denigrate any notice of confidentiality, secrecy, privacy or indication of proprietary right, title or interest (a “Notice”) that is discernable on or with respect to any Media embodying any Confidential Information; (b) shall not separate or disembody any Confidential Information from any Media embodying or containing Confidential Information provided by P4 and/or P4’ agent(s) to User; and (c) hereby covenants, represents and warrants that any Media bearing a Notice shall not be necessary to create a presumption that certain Content is Confidential Information.
    3. If User is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, User shall provide P4 with prompt written notice of such request or requirement so that P4 may seek protective orders or other appropriate remedies and/or waive compliance with the provisions of this Agreement.  If, in the absence of a protective order or other remedy or the receipt of a waiver by P4, User nonetheless is legally compelled to disclose Confidential Information to any court or tribunal or else would stand liable for contempt or suffer other censure or penalty, User may, without liability herein, disclose to such court or tribunal only that portion of the Confidential Information which the court requires User to disclose, provided that User exercises best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with P4 to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such court or tribunal.
  5. Audit

User shall allow P4 to enter any and all locations where the Licensed Property are used at reasonable times to audit and inspect User’s use of the Licensed Property; provided, however, that P4 shall provide User at least twenty-four (24) hours notice of such audit or inspection; provided further, however, that if such audit or inspection results in the finding of a material breach of this Agreement on the part of User, User shall be responsible for any Amounts associated with such audit or inspection.

  1. Equitable Relief
  2. User covenants, represents and warrants that any violation of Sections 1, 4 or 6 by User shall cause irreparable injury to P4 and shall entitle P4 to extraordinary and equitable relief by a court, including, but not limited to, temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond or security.
  3. Disclaimer of All Warranties and Representations
  4. THE LICENSED PROPERTY AND PRODUCTS AND SERVICES ARE PROVIDED “AS IS.”  P4 DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER OR NOT IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED PROPERTY, PRODUCTS, SERVICES, AND ANY OF THE TRANSACTIONS REASONABLY CONTEMPLATED BY THE PARTIES HERETO PURSUANT TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES (some jurisdictions do not allow the exclusion of implied warranties, so the exclusion of implied warranties may not apply to the User) OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT P4 KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.  Without limiting the foregoing, User: (a) acknowledges and is aware the products and corresponding activities (including, without limitation, snowboarding accessories and snowboarding) can be dangerous and involves RISK OF INJURY to any and all parts of the body; and (b) accepts full and sole responsibility for any injuries relating or arising from the products and corresponding activities.
  5. Limitations on Liability
  7. Termination
    1. In addition to any and all other remedies available to P4 at law or equity, P4 shall have the right to immediately terminate this Agreement, with or without notice, upon the occurrence of any of the following events:
      1. on the date identified in a five (5) day prior notice sent by P4 to User terminating the Agreement and/or the grant of license to User;
      2. User commits an act of fraud against P4, regardless of whether such act of fraud is a material breach;
      3. User Discloses Confidential Information or P4 Trade Secrets, regardless of whether such Disclosure is a material breach;
      4. User materially breaches any provision relating to, associated with, or arising from P4 Intellectual Property; or
      5. User otherwise materially breaches this Agreement (including, without limitation, User fails to pay the Amounts in accordance with Section 3).
    2. User may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to P4.
    3. On termination of this Agreement, in addition to all other rights and remedies available to P4: (a) User shall immediately cease any further use of the Licensed Property, (b) upon P4’ request, User shall immediately return to P4 all property of P4, including, without limitation, all Licensed Property and any Confidential Information, along with a signed written statement by an officer of User certifying that User has complied with this Section 11.3 and (c) P4 shall not refund any Amounts paid by User.  Notwithstanding the return of such property, User shall continue to be bound by User’s obligations of confidentiality and security as set forth in this Agreement.
  8. Indemnification

Notwithstanding any other provision of this Agreement, User shall indemnify and hold P4 and P4’ Representatives (the “Indemnified Parties”) harmless from and against any Losses incurred by any of the Indemnified Parties with respect to, arising from or out of any Claim that relates to or arises out of any act or omission of User (except an act or omission that emanates from an infringement by P4 of a third Person’s Intellectual Property), including, without limitation, the misuse of the Licensed Property, alleged breach, or investigation relating to a possible breach, of any legal requirement or of any covenant, representation, warranty or other obligation of User contained in or arising out of this Agreement.

  1. Limitations on Assignment
  2. This Agreement, including, without limitation, the license granted pursuant to Section 1, is personal to User, and User shall not assign or transfer any of User’s rights or have assumed any of User’s obligations pursuant to this Agreement to and by, respectively, third Persons, without the prior written consent of P4, such consent granted or denied in P4’ sole and absolute discretion.
  3. Non-Waiver
  4. Waiver by P4 of performance of any provision of this Agreement shall not be a waiver of, nor prejudice to, P4’ right to require, strict performance of the same or any other provision in the future.
  5. Notice
  6. P4 may provide any notice by posting to the P4’ website, mail, electronic mail or facsimile transmission (in P4’ sole and absolute discretion) and such notice shall satisfy any legal requirement that communications be in writing.
  7. General Provisions
    1. Unless otherwise specified, all terms and provisions shall be applicable throughout the Term.
    2. The provisions herein concerning Intellectual Property shall be construed as independent of any other provision hereof and raising a defense to an obligation of User in this Agreement related to Intellectual Property shall not impair the ongoing duty of User to perform in accordance with User’s own obligations pursuant to this Agreement.
    3. If any provision of this Agreement should be held to be void or unenforceable, in whole or in part, by a court of competent jurisdiction, then such court shall correct the defect in a narrowly tailored manner to approximate the manifest intent of the Parties.
    4. Sections 4, 5, 6, 7, 8, 9, 10, 11.3, 12, 13, 14, 15, and 16 shall survive any termination or expiration of this Agreement.
    5. This Agreement, together with all Schedules and Exhibits, constitutes the entire agreement between the Parties with respect to the licensing of the Licensed Property and the purchase of the products and services through the Domain Name using the Licensed Property.  No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the Parties with respect to the licensing of the Licensed Property shall be of any force or effect.
    6. This Agreement may be changed, waived, discharged or terminated by User only by an instrument in writing, signed by an officer of P4.
    7. Subject to Section 13, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
    8. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.  User consents to personal jurisdiction, as well as exclusive venue for any Claim regarding or arising out of this Agreement in the appropriate state or federal court located in Clark County, Nevada.

Schedule 1-Definitions

“Agreement” shall mean this License and Service Agreement.

“Amounts” shall mean any and all fees, payments, invoice amounts, charges, or other amounts to be paid by User pursuant to this Agreement, including, without limitation, purchase amounts, restocking fees, and any and all other amounts normally charged by P4 to Persons in similar circumstances at a particular time, as such amounts are amended from time to time, in P4’ sole and absolute discretion.

“Business Day” shall mean any day, Monday through Friday, excepting Saturday and Sunday and also excepting any day on which federal chartered banks situated in Clark County, Nevada are generally not open for business.

“Claim” shall mean any demand, complaint, request for redress, assertion of a cause of action or other claim whatsoever.

“Confidential Information” shall mean all the Content relating to, used in or arising out of P4’ business, finances or other operations and held by, owned, licensed, or otherwise possessed by P4 (whether held by, owned, licensed, possessed or otherwise existing in, on or about P4’ offices, residence(s) or facilities and regardless of how such Content came into being, as well as regardless of who created, generated or gathered the Content), including, without limitation, all Content contained in, embodied in (in any Media whatsoever) or relating to P4’ ideas, creations, works of authorship, works of visual art, business documents, Contracts, licenses, business and non-business relationships, correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, supplier and customer lists and data, sales data, cost data, profit data, strategic planning data, financial planning data, designs, plans, logos, diagrams, motifs, proposed trademarks or service marks, test results, product or service literature, product or service concepts, manufacturing or sales techniques, process data, specification data, know how, show how, Software, data bases, research and development information and data.

“Confirmation” shall mean a writing, sent via electronic mail or other electronic Media (in P4’s sole and absolute discretion) to User confirming receipt of the Registration or as applicable, User’s request for certain product(s) or services(s).

“Content” shall mean all material, information, documents, matter, text, Software, data, graphics, drawings, blue-prints, schematics, sketches, computer-generated displays and interfaces, images, photographs and works of whatsoever nature, including, without limitation, all compilations of the foregoing and all results and/or derivations of the expression of the foregoing (all of the foregoing whether in a format now known or hereinafter Developed).

“Contract” shall mean all agreements, contracts, understandings, undertakings, obligations, and other documents or matters where there is or was an agreement to be bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person, or the power to veto major policy decisions of any such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Develop” shall mean develop, conceive, discover, reduce to practice, create, or otherwise arise out of a Person’s efforts in any manner whatsoever and through any means whether now known or hereafter developed.

“Disclose” shall mean disclose, disseminate, transmit, publish, post, upload, initiate, distribute, transfer, make available or otherwise convey.

“Domain Name” shall have the meaning attributed to such term in Section 2.1.

“Enabled Content” shall mean that certain website, product, and other Content (other than User Content) resulting from and enabled by execution of the Licensed Software and accessible by User.

“Encumber” shall mean to impose a security interest, pledge, hypothecation, lien, mortgage, or any other encumbrance of whatsoever nature.

“Exhibit” shall mean any or all enumerated exhibits each of which shall be deemed attached hereto and incorporated herein by way of the specific reference or references made in this Agreement and any such exhibit shall not be required to be separately executed for such exhibit to form a valid, binding and enforceable part of this Agreement.

“Governmental Authority” shall mean any federal, state, county, municipal or other sovereign entity or jurisdiction, as well as all subdivisions, agencies and authorities therein.

“Intellectual Property” shall mean all foreign, federal, state and common law trademarks, service marks, domain names, Internet path names and addresses of whatsoever nature, trade dress, copyrights, know-how, show-how, patents, Inventions, mask works, Software, proprietary data, customer lists, strategic plans, financial data, Trade Secrets, all other intangible assets of whatsoever nature and all applications for registration and/or issuance with respect to all the foregoing and whether or not any of the foregoing is registerable or patentable, including, without limitation, with respect to all of the foregoing:  (a) all goodwill associated with any and all of the foregoing; (b) all parents, continuations, continuations in part, divisionals, reissues and extensions; and (c) all moral rights associated with any and all of the foregoing.

“Inventions” shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), and any work of authorship (whether or not copyright protection may be obtained for it).

“Law” shall mean any constitution, statute, code, rule, regulation or decisional law made by a court of competent jurisdiction or Governmental Authority.

“Licensed Property” shall mean the Licensed Software and the Enabled Content, including, without limitation, all Intellectual Property in and to the foregoing.

“Licensed Software” shall have the meaning attributed to such term in Section 2.1.

“Losses” shall mean any and all damages, liabilities, costs, charges, expenses, expenditures, fees (including, without limitation, attorneys’, accountants’, experts’, investigators’, witnesses’ and professionals’ fees) and other losses of whatsoever nature.

“Manifestation of Assent” shall have the meaning attributed to such term in the opening paragraph of this Agreement.

“Media” shall mean any medium of expression or medium in or through which Content may be embodied or Disclosed (whether tangible or intangible, fixed or unfixed), including, but not limited to, a natural person, print, document-based medium, television, facsimile, telex, telephony, radio, satellite, cable, wire, computer-based network, network, magnetic means, optical means, electronic means, Internet, intranet, Software, compact and laser disc, digital video displays, video cassettes, and multi-media and any other method (now known or hereafter Developed) for the publication, retention, conveyance, possession or holding of Content.

“Notice” shall mean notice provided in accordance with Section 15.

“P4 Intellectual Property” shall mean the Intellectual Property (other than User Content) owned, held, used, possessed, or licensed by P4, including, without limitation, the Intellectual Property in and to the Licensed Property, Confidential Information and P4 Trade Secrets.

“P4 Trade Secrets” shall mean Trade Secrets owned, held, used, possessed, or licensed by P4.

“Parties” shall mean both User and P4.

“Party” shall mean either User or P4.

“Person” shall mean any natural person, corporation, general partnership, limited partnership, limited liability partnership, limited liability company, trust, association, organization or other entity of whatsoever nature or character.

“Privacy Policy” shall mean the privacy policy made generally available on and through the Domain Name, as amended from time to time, in P4’ sole and absolute discretion, without requirement of notice by P4.

“Registration” shall mean a request by User submitted to and received by P4 to enter into this Agreement.

“Representatives” shall mean all shareholders, directors, officers, strategic advisors, employees, agents, representatives, attorneys, and accountants whether holding equity in, retained by, employed by, commissioned by or otherwise Controlled by a subject Person.

“Schedule” shall mean an enumerated schedule each of which shall be deemed attached hereto and incorporated herein by way of the specific reference or references made in this Agreement.

“Section” shall be deemed a reference to an enumerated provision of this Agreement.

“Software” shall mean source code, object code, executable code, or other program or code format whatsoever, whether now known or hereinafter Developed.

“Taxes” shall mean sales, use, excise and other taxes, duties or imposts of whatsoever nature, other than income taxes imposed by Governmental Authority.

“Term” shall mean the period commencing on the Effective Date and continuing in perpetuity, subject to any Termination Event.

“Termination Event” shall mean any or all of the events that trigger the last day this Agreement is in effect, either by way of termination or expiration, including, without limitation, the events set forth in Section 11.

“Trade Secrets” shall have the meaning attributable to such term in the Uniform Trade Secrets Act as enacted, amended and promulgated in Nevada from time to time.

“User Content” shall mean any Content submitted to P4 (including, without limitation, through the Domain Name) by User.