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license.txt
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license.txt
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Relic Entertainment Inc.™
END-USER LICENSE AGREEMENT FOR
RELIC ENTERTAINMENT INC. (“RELIC”) SOFTWARE
IMPORTANT-READ CAREFULLY:
This RELIC End-User License Agreement (the "Agreement") is a legal agreement between you (either an individual or a single entity) and RELIC, for the use of one or more elements of RELIC proprietary software, which may at RELIC’s discretion include computer code related to Homeworld 1™, tools or other material related to creating content related to Homeworld 2™ and/or Impossible Creatures™ including without limitation associated media, printed materials, and "online" or electronic documentation (individually or collectively referred to as the "SOFTWARE PRODUCT"). The SOFTWARE PRODUCT may also include any updates and supplements to the original SOFTWARE PRODUCT provided to you by RELIC. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement.
BY CLICKING "AGREE" BELOW, AND/OR BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT.
This Agreement is made by and between you (the "LICENSEE") and RELIC.
WHEREAS, RELIC is a game development company that owns certain tools, game engines and other technology used to develop interactive entertainment software games; and
WHEREAS, LICENSEE wishes to utilize the SOFTWARE PRODUCT for non-commercial purposes in accordance with the terms set forth herein; and
WHEREAS, LICENSEE wishes to license from RELIC and RELIC wishes to license to LICENSEE, the SOFTWARE PRODUCT and other information as deemed from time to time appropriate by RELIC, all on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual promises made herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. License
1.1 License Grant. Provided that the LICENSEE complies with the terms set forth herein, RELIC hereby grants LICENSEE a limited purpose, nonexclusive, royalty-free, terminable, worldwide, non-transferable license to:
(a) use, reproduce and modify the SOFTWARE PRODUCT and the MODIFIED SOFTWARE (as defined in section 2.1) solely for non-commercial purposes; and
(b) distribute the SOFTWARE PRODUCT and the MODIFIED SOFTWARE, solely for non-commercial purposes, and only to registered members of RDN-RELIC Developer’s Network who have agreed to abide by the terms of this Agreement.
For greater certainty, the term “for non-commercial purposes” as used in this Agreement means that the use, reproduction, modification and/or distribution of the SOFTWARE PRODUCT and/or MODIFIED SOFTWARE must be made free of any and all charges or payments and, without limitation, must not entitle, directly or indirectly, the LICENSEE, any related parties or third parties to receive any financial consideration or compensation related to such use, reproduction, modification and/or distribution.
1.2 Updates. RELIC may from time to time, in its sole discretion, and without any obligation on the part of RELIC, provide updates, error corrections, and future versions of SOFTWARE PRODUCT to LICENSEE. Upon delivery, such updates, error corrections and future versions shall be deemed part of the SOFTWARE PRODUCT, as applicable, and governed by the terms and conditions of this Agreement.
1.3 Reservation of Rights. RELIC reserves all rights not explicitly granted herein.
1.4 Indemnity. LICENSEE hereby agrees that it is solely responsible for any and all liability, claims, damages or losses arising, directly or indirectly, from any and all LICENSEE use, reproduction, modification and distribution of the SOFTWARE PRODUCT. LICENSEE shall defend, indemnify, and hold harmless RELIC, its officers, directors, employees and agents against any and all claims, damages, losses, or liabilities whatsoever arising out of LICENSEE's use, reproduction, modification and/or distribution of the SOFTWARE PRODUCT.
1.5 Trademarks. LICENSEE acknowledges and agrees that this Agreement does not grant LICENSEE any right to use any trademarks or trade names of RELIC or their licensors. All such marks shall remain the property of the respective owner.
2. Intellectual Property
2.1 Ownership. The LICENSEE acknowledges and agrees that if the SOFTWARE PROGRAM is improved, modified, developed or otherwise amended by the LICENSEE (“MODIFIED SOFTWARE”) the LICENSEE shall have, save and except for the limited license granted to the LICENSEE pursuant to the terms and conditions of this Agreement, no right, title or interest in and to the MODIFIED SOFTWARE as modified or altered, whether modified by the LICENSEE or RELIC and whether or not such modifications are authorized pursuant to this Agreement. Specifically, the LICENSEE hereby assigns all right, title and interest arising out of any such MODIFIED SOFTWARE to RELIC or any other entity as RELIC shall require and the LICENSEE will execute such further and other documents and do such further and other acts as may be necessary, in the sole opinion of RELIC, to transfer all such right, title and interest in and to the MODIFIED SOFTWARE from the LICENSEE to RELIC. If, to the extent that it may be deemed that an assignment or grant of right under this section cannot be made until after relevant works are in existence, the LICENSEE’s acceptance of the terms and conditions of this Agreement shall constitute an irrevocable assignment of all right, title and interest in and to all complete or incomplete works that make up the MODIFIED SOFTWARE. The LICENSEE hereby irrevocably waives in whole any and all moral rights arising under the Copyright Act (Canada), as amended from time to time, or other similar legislation in any jurisdiction or at common law, which the LICENSEE may have in the MODIFIED SOFTWARE.
3. Term
3.1 Term. This Agreement shall become effective as of the date LICENSEE downloads or installs the SOFTWARE PRODUCT and shall expire five (5) years after such date.
3.2 Termination. RELIC may, at its sole discretion and authority, terminate this Agreement immediately upon notice including without limitation notice via email to LICENSEE. The Agreement will terminate automatically upon LICENSEE's breach of any term of this Agreement. Any notice sent or transmitted by RELIC to the LICENSEE’s last known or registered address will be deemed to have been sent by RELIC and received by LICENSEE one (1) day after such sending or transmission by RELIC. In the event that this Agreement is terminated for any reason, the LICENSEE shall immediately and permanently cease use, reproduction, modification or distribution of the SOFTWARE PRODUCT and MODIFIED SOFTWARE and will destroy any and all software, code, associated media and printed materials related to, directly or indirectly, the SOFTWARE PRODUCT and/or the MODIFIED SOFTWARE.
3.3 Survival. Sections 1.4, 1.5, 2.1, 3.2, 3.3, 4.1, 4.2, 5.1 and 7 shall survive any expiration or termination of this Agreement.
4. Disclaimers, Warranties and Limitation of Liability
4.1 NO WARRANTIES. RELIC AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY MADE BY RELIC OR ITS SUPPLIERS. THE SOFTWARE PRODUCT IS PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY, EXPRESS OR IMPLIED AND RELIC HAS NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS OR MODIFICATIONS WITH RESPECT TO THE SOFTWARE PRODUCT TO THE LICENSEE.
4.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL RELIC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY THE LICENSEE OR ANY OTHER PERSON OR ENTITY INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF RELIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.
5.1 COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by RELIC or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants LICENSEE no rights to use such content. If this SOFTWARE PRODUCT contains documentation, which is provided only in electronic form, LICENSEE may print one copy of such electronic documentation. LICENSEE may not copy the printed materials accompanying the SOFTWARE PRODUCT.
5.2 COPY PROTECTION. Use of the SOFTWARE PRODUCT may require additional RELIC software for use of the SOFTWARE PRODUCT which may employ copy protection technology to prevent the unauthorized copying of the SOFTWARE PRODUCT and/or additional RELIC software. It is illegal to make unauthorized copies of the SOFTWARE PRODUCT and/or additional RELIC software or circumvent any copy protection technology employed by RELIC.
6. No Exclusivity
Nothing in this Agreement nor the license of the SOFTWARE PRODUCT shall constitute or imply any promise to or intention to make any purchase of products or services by either party or its affiliated companies or any commitment by either party or its affiliated companies with respect to the present or future marketing of any product or service or any commitment to enter into any other business relationship.
7. General
7.1 Modification. No amendment or modification of this Agreement shall be valid or binding on RELIC unless made in writing and signed on behalf of RELIC by its respective duly authorized officers or representatives. RELIC may, without notice to the LICENSEE, modify, alter or vary the terms of this Agreement without the consent of the LICENSEE, however, such modification, alteration or variance shall be displayed on the RELIC website located at www.relic.com .
7.2 Assignment. LICENSEE may not assign this Agreement without the prior written consent of RELIC. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and permitted assigns.
7.3 Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use license, distribution or replacement by the LICENSEE.
7.4 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will not be affected and will be deemed to be in full force and effect.
7.5 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the Province of British Columbia. Each of the parties hereto submits and attorns to the exclusive jurisdiction and venue in the provincial and federal courts sitting in Vancouver, BC.
7.6 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties, with respect to the subject matter of this Agreement.
7.7 The LICENSEE agrees that RELIC would be irreparably injured by breach of this Agreement by LICENSEE and that RELIC shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to any and all monetary damages, in the event of any breach of the provisions of this Agreement by the LICENSEE.