Bella Football Inc. Mobile App End User Licensing Agreement

This Bella Football Inc. Application Beta Participation Agreement is a legal agreement (hereinafter "Agreement") between Bella Football Inc. (“Bella Mobile Application”) and you, either an individual or a single entity, (hereinafter “you” or "Licensee"). This Agreement covers all software, the associated media, any printed materials, data, files and information and any "online" or “mobile in-app” or electronic documentation ("Software" or “Beta Software”) which it accompanies, and which has been provided to Licensee without payment of any fees or costs. This Agreement takes precedence over any other agreement or terms embedded within the software. The Bella Mobile Application is licensed, not sold, to you.

BY DOWNLOADING AND/OR INSTALLING AND/OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

Assent to Be Bound

By continuing with "I agree” during registration, by executing a written copy of this Agreement, or by downloading, installing, copying or otherwise using this Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or condition, do not download, open, install or use the Software. In addition, certain third-party code may be provided with the Software and/or Service. The third-party license terms accompanying such code, and not the terms of this Agreement, will govern your use of such code. Please read Agreement carefully before you start to use the Software.

YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE) BELLA MOBILE APPLICATION PRIVACY POLICY, FOUND AT [PRIVACY POLICY URL], INCORPORATED HEREIN BY REFERENCE.

Changes to the Terms of Use

Bella Mobile Application may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when Bella Mobile Application posts them and apply to all access to and use of the Software thereafter.

Licensee’s continued use of the Software following the posting of revised Agreement means that Licensee accepts and agrees to the changes. Licensee is expected to check this page each time you access the Software, so you are aware of any changes, as they are binding on you.

Feedback from Licensee

It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Bella Mobile Application reasonable suggestions, comments and feedback regarding the Software, including but not limited to, usability, improvement suggestions, bug reports and test results, with respect to Software testing (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, all such Licensee Feedback, and any intellectual property or enhancements of the Software created from that Licensee Feedback, will be the sole and exclusive property of Bella Mobile Application. Licensee hereby irrevocably transfers and assigns to Bella Mobile Applications and agrees to irrevocably assign and transfer to Bella Mobile Applications all of Licensee's right, title, and interest in and to all Licensee Feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). Licensee explicitly agrees the Software license granted by Bella Mobile Application and services provided to Licensee during the term of this Agreement is sufficient consideration for such irrevocable transfer and assignment of Intellectual Property Rights. Licensee will not earn or acquire any rights or licenses in the Software, or in any Bella Mobile Application Intellectual Property Rights, or in Bella Mobile Application or its revenue, on account of this Agreement or Licensee's performance under this Agreement, even if Bella Mobile Application incorporates any Licensee Feedback into the Software.

Grant of License

Subject to the terms and conditions of this Agreement, Bella Mobile Application grants to Licensee a limited, non-exclusive, and nontransferable license to download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation.

Restrictions

Except as otherwise specifically permitted in this Agreement, Licensee may not:(a) Modify or create any derivative works of any Software or documentation, including translation or localization (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) Copy the Software except as provided in this Agreement or elsewhere by Bella Mobile Application; (c) Separate Software, which is licensed as a single product, into its component parts; (d) Sublicense or permit simultaneous use of the Software by more than one user; (e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) Capture and publish any screen shots of the Software’s user interface, user workflow or any other graphical user interface assets online, to the public or a third party without Bella Mobile Application’s prior written consent; (i) Publish any results of benchmark tests run on any Software to a third party without Bella Mobile Application prior written consent.

Software Product Support

Bella Mobile Application is under no obligation to provide technical support under the terms of this license and provides no assurance that any specific errors or discrepancies in the Software will be corrected.

Updates

Bella Mobile Application may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Bella Mobile Application has no obligation to provide any Updates or to continue to provide or enable any features or functionality. Based on your Mobile Device settings when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Ownership and Copyright of Software

Title to the Software and all copies thereof remain with Bella Mobile Application. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Bella Mobile Application does not grant any express or implied right to Licensee under Bella Mobile Application patents, copyrights, trademarks, or trade secret information.

Proprietary Rights; Confidentiality

Definition. This Software is Confidential Information. Licensee will not disclose Software or any comments regarding Software to any third party without the prior written approval of Bella Mobile Application. Licensee will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from Bella Mobile Application; or (d) independently developed by Licensee; or (e) generally made available to third parties by Bella Mobile Application without restriction on disclosure.

Proprietary Rights. Licensee will not: copy, distribute, sell, sublicense or otherwise transfer or make available the Software or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Software or Software output; a modify, adapt, translate, reverse engineer, decompile or derive the source code for the Software, or authorize a third party to do any of the foregoing. Licensee will not use the Software or any documentation provided therewith for any purpose other than Licensee’s internal evaluation and the provision of feedback to Bella Mobile Application, and not disclose to any third party, without the prior written approval of Bella Mobile Application, the Software, its features, feedback, related technical information identified as confidential or the results of any performance or functional evaluation or test of the Software.

Licensee will immediately report any violation of this provision to Bella Mobile Application and shall employ all reasonable means to mitigate any damages or losses that Bella Mobile Application may incur as a result of any such violation. Bella Mobile Application reserves all rights and licenses in and to the Software not expressly granted to Licensee hereunder.

Terms Of This Agreement

Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Bella Mobile Application (or, at Bella Mobile Application' request, destroy), the Software, Documentation, and all other tangible items in Licensee's possession or control that are proprietary to or contain Confidential Information.

Disclaimer of Warranties.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED OR STATUTORY WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USEAGE IN TRADE. IN NO EVENT SHALL BELLA MOBILE APPLICATION OR ITS SUPPLIERS (IF ANY) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF BELLA MOBILE APPLICATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO VERBAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY BELLA MOBILE APPLICATION, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY.  THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH THE LICENSEE.

Limitation on Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL BELLA MOBILE APPLICATION OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES AND DAMAGES RESULTING FROM LOSS OF TIME, DATA, PROFITS, REVENUE, USE OR ANY OTHER LOSS, EVEN IF BELLA MOBILE APPLICATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF PERFORMANCE OF BELLA MOBILE APPLICATION’S SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties. The Parties would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy

Indemnification

LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD BELLA MOBILE APPLICATION HARMLESS FROM AND AGAINST ANY CLAIMS, LOSS OR DAMAGES, INCLUDING COURT COSTS AND LEGAL EXPENSES, ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S BREACHES OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

Third Party Materials

The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Bella Mobile Application is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Export Restrictions

Licensee acknowledges that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U. S. and other governments. Unless consented by Bella Mobile Application in writing, Licensee agrees not to export, directly or indirectly, any U.S. source technical data acquired from Bella Mobile Application, or any products utilizing such data, to any foreign country. Nothing in this Section releases Licensee from its obligations of confidentiality stated elsewhere in this Agreement.

Rights and Remedies

All rights and remedies conferred by this Agreement or by law are cumulative and may be exercised singularly or concurrently. Licensee acknowledges that any unauthorized use, copying, disclosure, distribution of the Software or any related methods, algorithms, techniques, processes or other information, will cause Bella Mobile Application irreparable harm for which there is no adequate remedy at law, entitling Bella Mobile Application to prompt injunctive relief in addition to any other legal or equitable remedies.

No Rights

Nothing in this Agreement shall be construed as granting or conferring any right, expressly, implicitly or otherwise, in Bella Mobile Application, Software, or Intellectual Property Rights of Bella Mobile Application related thereto. Licensee agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right.  Licensee shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Software.

Taxes

Licensee will pay any and all applicable taxes pertaining to the Software during the term of this Agreement, including but not limited to sales and/or use taxes, and shall reimburse Bella Mobile Application upon Bella Mobile Application’s request if Bella Mobile Application is required to pay any such tax.

Assignment

Licensee may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without Bella Mobile Application’s prior written consent, and any attempted assignment without such consent will be null and of no effect.

Effect of Agreement

Licensee acknowledges that, in providing Licensee with the Software, Bella Mobile Application has relied upon Licensee’s agreement to be bound by the terms of this Agreement. Licensee’s acceptance of the Software shall be conclusive evidence of Licensee’s agreement to be bound by all of the terms and conditions of this Agreement, including the provisions of this Section.

Governing Law

This Agreement shall be construed in accordance with the laws of the State of Delaware (excluding its body of law controlling conflicts of law). Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the State of Delaware and the parties hereby irrevocably consent to the personal jurisdiction and venue therein

Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.

Waiver.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Entire Agreement

This Agreement constitutes the complete and exclusive agreement between Bella Mobile Application and Licensee with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of Bella Mobile Application and Licensee.