Relic End User License Agreement
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(TM), tools or other
material related to creating content related to Homeworld 2(TM) and/or
Impossible Creatures(TM) 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.
BY CLICKING THE "AGREE" BUTTON SET OUT BELOW, YOU INDICATE YOUR ACCEPTANCE OF
THIS AGREEMENT AND CERTIFY THAT YOU ARE OVER THE AGE OF EIGHTEEN (18) OR HAVE
OBTAINED THE CONSENT OF YOUR PARENT AND/OR GUARDIAN TO THE ACCEPTANCE OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT
DOWNLOAD AND/OR USE THE SOFTWARE PRODUCT.
