Commercial EULA
Stryker IAV Pack
Commercial End User License Agreement
(Commercial EULA)
Terms and Conditions
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE, WHICH CAN BE DOWNLOADED OR DISTRIBUTED ON OTHER MEDIA FROM THE 21CSI® AEDGE-3D™ WEB SITE, ALONG WITH ANY ACCOMPANYING DOCUMENTATION.
YOUR USE OF THIS SOFTWARE MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THIS SOFTWARE. BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THIS SOFTWARE.
Simple Description:
You can modify this content and use it in an unlimited number of products that you are developing, with the following limitations: You can't use this pack to make and sell more content packs. You can't release the source files. You can't make derived works and release the source files. You don't own the content. You are licensing the content and you have to abide by the rules and protect our copyright.
End User License Terms:
1. DEFINITIONS: The Stryker IAV Pack (the “Software”) is a collection of media, scripts, and other data, comprising a virtual model of a Stryker vehicle, intended for entertainment purposes only. The Software was created by and is the property of 21st Century Systems, Inc.®, a New York corporation (the “Licensor”). The Licensor agrees to grant you (“Licensee”) and you agree to accept certain rights and responsibilities in the use of the Software as defined herein (the “Agreement”). You hereby agree to accept and follow the terms and conditions of this Agreement when using the Software. The Software is copyrighted and protected by law and international treaty.
2. GRANT OF LICENSE. Licensor grants Licensee a limited, non-exclusive and non-transferable license, subject to the restrictions set forth in this Agreement, to employ the Software solely for use in developing source code, object code, and associated media and artwork for an unlimited number of electronic single-user or multi-player games or simulations and visualization applications ("Products") in conjunction with the Torque Game Engine or the Torque Game Engine Advanced ("Torque Engines") created and maintained by GarageGames.com, Inc. ("GarageGames"). The Licensee may download this Software through a web browser or copy it from 21CSI®-approved distributed media onto a single computer for use in the creation of one or more Products. The Licensee shall not use the Software for any other purpose unless permitted under a separate written authorization from Licensor.
3. LICENSE FEE. The fee for said license shall be as set forth on the 21CSI® AEDGE-3D™ website (Commercial License Fee). The fee is due before the Licensee can start using the Software.
4. SINGLE COPY SOFTWARE LICENSE: This Software is copyrighted and protected by law and international treaty. The Licensee may download this Software through a Web browser or copy it from 21CSI®-approved distributed media onto a single computer. Licensee may modify or create derivative works for use in the creation of one or more software Products (games or simulations), so long as these software Products produced are not composed primarily of the content of this pack. No other use is granted by Licensor to the Licensee by this Agreement. This is a license, not a transfer of title, and Licensee may not (a) create derivative works based on this Software for retail sale or distribution by any means other than as provided by this Agreement; (b) transfer this Software or the documentation in whole or in part to another person without Licensor’s written permission; (c) remove any copyright or other proprietary notices. Licensee shall not permit anyone else to (d) modify this Software or use it for any commercial purpose or public display, performance, sale or rental;
5. OWNERSHIP AND CONFIDENTIALITY: This Software and all Licensor information on the 21CSI® AEDGE-3D™ web site is proprietary material of the Licensor and, except as provided for by this Agreement, it may not be copied, reproduced, published, uploaded, posted, transmitted, or distributed in any way, without the prior written permission of the Licensor. Except as expressly provided herein, Licensor and its suppliers do not grant any express or implied right to Licensee under any patents, copyrights, trademarks, or trade secret information of the Licensor or its suppliers. The information constituting the Software, including any source code, object code, and documentation, is considered highly proprietary to the Licensor. The Licensee agrees to maintain the Software in strict confidence and will use such Software only in accordance with this Agreement.
6. RESTRICTIONS. (a) Licensee may not sublicense, lease, sell, rent or otherwise transfer the Software to another person or entity. This Agreement is for one (1) license to be installed on one (1) computer and used to develop one or more Products. Licensee agrees to prevent any unauthorized copying of the Software, which was downloaded for Licensee’s own use from the 21CSI® AEDGE-3D™ web site or copied from a 21CSI®-approved distributed media.
(b) Licensee may not use the Software, or any portion thereof, to create any software Products, including any source or object code, that competes, directly or indirectly, with the Software, with the Licensor, or with GarageGames.
(c) Licensee is permitted to alter, modify, or change the Software, specifically the source code, the artwork and other media, and the object code, to create new software ("New Software") without the prior written consent of Licensor; provided, however, that the Licensor’s original copyright, trademark, logos, and other proprietary notices and legends are left undisturbed. Licensee is not permitted to lease, sell, rent or otherwise transfer such New Software to any commercial or non-commercial entity, either public or private, without the prior written consent of the Licensor. The Licensor shall retain all rights and title to any such New Software, based on the original Software. The New Software shall be treated by this Agreement identically to the original Software.
(d) Licensee may publish, release, distribute, sell and/or transmit Products created with the use of the Software without the prior written consent of Licensor.
(e) Licensee may utilize and study the design, performance, and operation of the Software solely for the purpose of developing Products that are compatible with the Torque Engines. Licensee shall not, directly or indirectly, reverse engineer or aid or assist any third parties in the reverse engineering of all or any part of the Software. For purposes of this Agreement, "reverse engineering" shall mean: the disassembly, decompilation, decryption, alteration, emulation, including creating functional and/or visual likeness, debugging or code tracing of any files included in this Software, including, but not limited to: source code, scripts, executable binary or object code, images, textures, data files.
(f) Licensee acknowledges Licensor's right, title, and interest in the Software and any copyright, trademark, logo or other proprietary notices or legends, as well as, the goodwill associated with the Software. Licensee will not at any time do or cause to be done any act or thing that in any way contests or impairs or is intended to contest or to impair any part of such right, title, interest or goodwill. Licensee shall not represent that it has any ownership in the Software. Use of the Software shall not create any right, title or interest therein in Licensee's favor.
(g) Licensee shall promptly notify Licensor of the loss or unauthorized use or disclosure of the Software and shall promptly act to recover any such information and/or prevent further breach of the confidentiality obligations herein.
(h) Licensee may not distribute, demonstrate, or display any of the included textures, models, audio, or any associated media in any form with the sole exception of the Products that directly use this media in conjunction with the Software. These files may not be used separately in other software. In the event that these media are to be used outside of their intended use, prior permission in writing must be granted by Licensor. This permission in writing is to be granted at Licensor’s sole discretion.
7. TERMINATION OF THIS LICENSE: The Licensor may terminate this license at any time if the Licensee is found in breach of these terms and conditions of use. Upon such termination, the Licensee agrees to immediately destroy all copies of this Software and all of its accompanying documentation.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
9. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED FOR A SMALL CHARGE, AND THEREFORE, LICENSOR DISCLAIMS ANY AND ALL WARRANTIES OF THE SOFTWARE AS BETWEEN LICENSOR AND LICENSEE. LICENSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT THE 21CSI® SITE. LICENSEE PURCHASES AND ACCEPTS ALL SOFTWARE FROM LICENSOR ON AN "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. WITH RESPECT TO THE SOFTWARE, LICENSOR DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR PROVIDING WARRANTY AND REPAIR/REPLACEMENT SERVICES FOR ANY DEFECTIVE SOFTWARE. Some jurisdictions do not allow exclusions of an implied warranty, so this disclaimer may not apply and there may be other legal rights available that vary by jurisdiction.
10. Licensee's Representations and Warranties. Licensee warrants, covenants, and represents that: (a) the Products will not contain any libelous or otherwise unlawful material or violate any personal, proprietary or contractual right of any person or entity; (b) the Products will be unencumbered by any and all claims of any kind, whether known or unknown, foreseen or unforeseen, including, but not limited to, claims of copyright or trademark infringement, violations of trade secret laws, privacy and publicity rights, failure to pay or breach of contract claims; (c) the Products are unique, were and will be created solely by Licensee and contain no unlicensed third party materials; (d) Licensee will not violate any agreements it may have with third parties by entering into this Agreement; and (e) Licensee has the requisite power and authority to enter into this Agreement.
11. Indemnification. (a) Licensee shall, at its own expense, indemnify, defend and hold Licensor harmless from any claim or suit arising out of the misuse or misappropriation of, or any use in violation of this Agreement related to the Software, including any losses, damage or expenses arising from any such claim or suit. Licensor agrees to cooperate with Licensee in the defense or settlement of any such claim or suit, provided that Licensor shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation required by Licensee. (b) Promptly after receipt of a threat of any claim or suit, or a notice of the commencement or filing of any claim or suit against which Licensor may be indemnified hereunder, Licensor shall give written notice thereof to Licensee. Licensee shall have sole control of the defense and of all negotiations for settlement of such claim or suit. Subject to the foregoing, Licensor may participate in the defense of any such claim or suit at its own expense.
12. GENERAL: (a) Choice of Law. This Agreement will be governed by the laws of the State of Virgina, U.S.A., excluding its conflict of law provisions. Unless otherwise agreed in writing, all disputes relating to this Agreement shall be subject to final and binding arbitration in Arlington County, Virgina, U.S.A., with the losing party paying all costs of arbitration.
(b) Modification. Except as otherwise provided herein, this Agreement may not be altered, amended or modified except in writing and executed by each party's duly authorized representatives.
(c) Severability. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.
(d) Assignment. Licensee may not assign or transfer this Agreement or the benefit of this Agreement (in whole or in part) to any person or entity without the written consent of Licensor. Licensor may assign or transfer this Agreement or the benefit of this Agreement (in whole or in part) in its sole discretion.