You must read and agree to this Agreement BEFORE installing the Licensed Software to your hard drive or using the Licensed Software in any way. If you do not agree to the license terms, do not download, install or use the Licensed Software. It is important that you print out a copy of this Agreement on your date of acquisition as a record of the governing terms and conditions. Please make copies for all those in your organization who need to be familiar with the license terms.
BY INSTALLING OR USING THE LICENSED SOFTWARE, THE INDIVIDUAL
ACCESSING THE LICENSED SOFTWARE ("LICENSEE") IS CONSENTING TO BE BOUND BY AND
BECOME A PARTY TO THIS AGREEMENT.
This agreement is between Egerter Software, having a principal place of business at 28-18 Cadeau Terrace, London Ontario, N6K 4Z1, Canada and Licensee.
The parties hereby agree as follows:
"Licensed Software" means all or a portion of the software in object code and source code form specifically identified in Exhibit A, which Egerter Software has developed. The licensed software is owned by Egerter Software, including any modifications, improvements and re-releases provided by Egerter Software to Licensee.
"Designated Site" means the location at which the Licensed Software will be used
"Information" means data, algorithms, formulas, computations, instructions and/or statements communicated in any form, including but not limited to oral, written, graphic, photographic, optic, electric, magnetic or electromagnetic forms.
"Documentation" means all or a portion of the documentation provided with and relating to the Licensed Software.
"Proprietary Information" means that Information including Licensed Software which Egerter Software desires to protect against unrestricted disclosure or competitive use, and which is designated as such in writing by Egerter Software or is disclosed orally and reduced to tangible form pursuant to this License Agreement.
"Use", "to Use" or "Using" means utilizing Licensed Software in the course of internal operations of the licensee.
"User" means an employee of licensee, authorized to use Licensed Software.
Subject to the conditions herein, Egerter Software hereby grants to licensee a non-transferable, non-exclusive, site license to use the Licensed Software at the Designated Site. Licensed Software, Documentation, and Proprietary Information of Egerter Software shall be Used only by Users of licensee and only at the Designated Site except as provided under this License Agreement. Proprietary Information of Egerter Software shall not be Used by any agents, consultants, contractors or customers of licensee nor users of affiliates or subsidiaries of licensee without the prior written authorization of Egerter Software.
This License Agreement, the Licensed Software, Documentation, and Proprietary Information provided by Egerter Software to licensee and any licenses and rights granted hereunder, may not be assigned, sublicensed or otherwise transferred, in whole or in part, by licensee.
Egerter Software grants to licensee potential enhancements or improvements of the Licensed Software for a period of twenty four (24) months from the effective date in Section 4.1.
Licensee is hereby granted the right to reproduce the Licensed Software for internal and backup purposes only. Licensee shall not copy for, distribute to or disclose to any third party the Proprietary Information, the Licensed Software, or the Documentation, in whole or in part, without the prior written authorization of Egerter Software.
Licensee agrees to pay Egerter Software a one time license fee of $100. If the licensee is performing contract work for a another company, the company must first obtain a software license and agree to these terms.
All payments from licensee to Egerter Software shall be nonrefundable.
Licensee agrees to protect the confidentiality of the Licensed Software and the Documentation in the same manner as it protects its own proprietary information and shall inform Users and its employees having access to the Licensed Software or the Documentation and the Users of licensee's obligations and restrictions regarding use, disclosure and copying of Licensed Software or Documentation. Licensee may not distribute the source code or documentation to the licensed software in any manner, unless recipient also has a license to the licensed software.
All costs associated with the installation, maintenance, and training of personnel on the Licensed Software are the licensee's responsibility.
Egerter Software grants licensee rights to create one derived work from the Licensed Software which is to be sold commercially, and an unlimited number of nonprofit derived works. Derived works may be distributed as long as they do not compete directly with the Licensed Software in the sale of a 3D Engine and game development tools based primarily on Egerter Software's proprietary 3D software.
Nothing in this License Agreement shall affect Egerter Software's exclusive ownership of the Licensed Software. The license granted hereby shall at all times be subject to all patents, trademarks, copyrights and any property or other rights of Egerter Software relating to the Licensed Software.
Egerter Software will provide licensee any updates to the software or documentation when they are available.
This Agreement shall become effective on the date the software is installed.
The term of this Agreement is Ten (10) years from the effective date or until terminated pursuant to Section 4.3.
This License Agreement will terminate automatically if licensee fails to comply with any of the terms and conditions of this License Agreement.
Upon termination of this License Agreement for any reason, use of the Licensed Software by licensee shall be discontinued, the license and rights granted hereunder will terminate and licensee will have no further rights or access to the Licensed Software. Upon termination, licensee shall destroy all copies of the licensed software. Licensee´s access to any Egerter Software private forums and access to source upgrades may be pulled at Egerter Software's sole discretion that licensee is not abiding by reasonable rules and etiquette regarding such access.
Regardless of termination for any cause, the licensee obligations set forth in Section 2.2, Section 2.4, Section 2.51 and Section 2.8 shall survive.
Egerter Software warrants that it has the right to grant a license to Use the Licensed Software to licensee and that it has the right and power to enter into this License Agreement.
EXCEPT AS SPECIFICALLY SET FORTH ABOVE, EGERTER SOFTWARE DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH LICENSEE. EGERTER SOFTWARE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.
IN NO EVENT WILL EGERTER SOFTWARE BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE EVEN IF EGERTER SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Notwithstanding any other provision of this License Agreement, Egerter Software's maximum liability for damages shall be limited to the total amount paid by licensee to Egerter Software.
If any of the provisions, or portions thereof, of this License Agreement are invalid under any applicable statute or rule of law, then, that provision notwithstanding, this License Agreement shall remain in full force and effect and such provision shall be deemed omitted.
This Agreement, including all Exhibits, which are hereby incorporated by reference herein, constitutes and expresses the entire agreement and understanding between the Parties and supersedes all previous communications, representations, or agreements, whether written or oral, with respect to the subject matter hereof.
This License Agreement may not be and shall not be deemed or construed to have been modified, amended, rescinded, canceled, or waived, in whole or part, except by written instruments signed by the Parties.
This License Agreement shall be deemed to be made under and shall be governed by and construed in accordance with the laws of the Province of Ontario.
Egerter Software or licensee may publicly disclose the existence of this License Agreement. However, licensee shall not discuss the terms of this License Agreement with any third party without the written permission of Egerter Software.
Licensee agrees to include in the "About" box or in the credits screen: (i) a link to www.powerrender.com, and (ii) the wording "Created with the Power Render 3D Engine." Egerter Software may use licensee´s name in connection with the Games and in any customer reference list or in any press release issued by Egerter Software regarding the licensing of the Engine.
Exhibit A to License Agreement
Licensed Software: Power Render 6 3D Engine with Source Code