SOFTWARE LICENSING AGREEMENT FOR PAWBYTE
Last updated: October 27, 2016 11:00 CST.
This Software Licensing Agreement is entered into this February 1, 2016, by and between [Licensor], and [Licensee].
Recitals. WHEREAS, Licensor is engaged in the business of designing and developing computer-related software and hardware systems and related products and has created and developed a software package called The “Game Pencil” that is a general 2D game engine and editor ” (the “Software”); and
WHEREAS, Licensee desires to utilize such Software in developing video games.
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor’s Software on its computer pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
Licensor hereby grants to Licensee, for the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable ,non-assignable [with the exception being to spouse or children and game development team members less than twenty one people] right and license to “use” the Software in connection with its business of game development on its owned computer devices in any safe and legal location.
This license is expressly limited to personal computers under the ownership of the Licensee. If the Licensee is married and/or with children he or she may provide additional copies to his or her spouse and children free at charge, assuming he or she takes full legal responsibility to this agreement for them as well.
Licensee is prohibited from making any copies, archival or otherwise, of the Software except to immediate family members or spouse. Licensee is further prohibited from using the Software in any manner other than as described above.
For Game Development teams of more than twenty people the game developer studio is required to obtain the “Large Business License” for an additional one-time fee.
This Agreement shall be effective as of the date of execution by both parties and shall extend for the period of 2 year(s) thereafter (the “Initial Term”). This Agreement shall be automatically renewed at the discretion of the Licensor for any amount of years Extended Terms unless Licensee shall provide the Licensor in writing of its intention not to renew the Agreement, said notice to be provided at least 7 days prior to the expiration of the then in-effect Term.
3. SCOPE OF LICENSE
This Software License Agreement governs your use of the Software titled “Game Pencil Engine”. Depending upon your requirements and circumstances, you will be permitted to use either Game Pencil or Game Pencil – Deluxe Edition. This Software License Agreement governs use of both Game Pencil and Game Pencil – Deluxe Edition.
Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for additional years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public (including but not limited to third party programs, libraries and/or guides for creating software and/or services for video game consoles and devices). Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that anyone using their license, will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
Licensee shall take no steps in attempting to reverse engineer the Software used in Game Pencil’s Editors.
Licensee is not allowed to use the Game Pencil to build competitive game engines using the same source code included with the software.
Licensee is not allowed to redistribute code for console specific development to other persons not under the same NDA for that hardware and/or software platform.
Licensee of the free version of Game Pencil agrees not to remove or modify the watermark on the start of exported products made with Game Pencil.
Licensee agrees not to use the Game Pencil Engine to build games that utilize online streaming or cloud-gaming services to render game worlds, spaces or applications.
Licensee agrees not to create, distribute or publish any content in connection with anything that has pornographic video, audio, pictures or content.
6. MEDICAL, FITNESS, HEALTH AND LIFE-TECHNOLOGY
Licensee agrees not to create, distribute or publish anything in connection with any medical device, fitness, health, life saving technology or anything used to help a user’s health or well-being using this Software.
Licensee agrees not to create applications or games with this Software to help people run outside in subzero weather, especially in Chicago.
7. TERMINATION POLICY
Each license of the Software is limited to one human. Commercial licenses are able to receive refunds for their license within only the first 30 days following the purchase of the commercial license. After 30 days, the purchase is considered final and non-refundable.
This agreement is to be considered amendable at all times by Licensor’s team members at their sole discretion.
9. NO WARRANTY
Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. PawByte AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PawByte OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ARE EXCLUSIVELY RESPONSIBLE FOR ANY DAMANGES, LAWSUITS OR LEGAL FEES THAT CAN OCCUR FROM USING GAME PENCIL.
To the maximum extent permitted by law, Licensee agrees to indemnify, defend and hold harmless Licensor, it’s owners and its affiliates against any and all actions, claims, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, legal fees, arising out of or accruing from using this Software or violation of this Agreement.
Any improvements or modifications made by Licensor to the Software shall be promptly available online to Licensee and shall be automatically included in this Agreement.
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
Right to Terminate Upon Notice. Either party may terminate this Agreement on 10 days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 10-day period, the breaching party fails to cure such breach.
Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time on 2 months’ written notice to Licensor for any reason.
13. POSTTERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software.
Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
15. JURISDICTION AND DISPUTES
This Agreement shall be governed by the laws of Illinois.
All disputes hereunder shall be resolved in the applicable state or federal courts of State. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail and waive any jurisdictional or venue defenses otherwise available.
16. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.
20. LIMITATION OF LIABILITY
Licensee is fully legally responsible for any accidents, legal claims, legal suits, mental, physical, technologies tragedies, unpleasantness, damages lawsuits, destruction, loss or damages from using the Game Pencil. Licensor, its owners, employees or team members in no way will assume any responsibility for any damages, loss or lawsuits that can occur from using the Game Pencil.
21. VIOLATION OF THIS LICENSE
If this license is violated by the Licensee, he or she will be required to cease and desist all use of the Game Pencil and notify the Licensor.