Software License Agreement
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; DISCLAIMER OF WARRANTY IN SECTIONS 6; LIABILITY IN SECTION 7; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 12. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
YOU MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH HELIOS INTERACTIVE (E.G., A VOLUME LICENSE AGREEMENT) THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.
HELIOS INTERACTIVE AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. HELIOS INTERACTIVE PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME THIRD PARTY MATERIALS AND SERVICES INCLUDED IN OR ACCESSED THROUGH THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT, TERMS OF USE OR "READ ME" FILE LOCATED WITHIN OR NEAR SUCH MATERIALS AND SERVICES.
THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED COPYING. THE ACTIVATION TECHNOLOGY MAY PREVENT YOUR USE OF THE SOFTWARE IF YOU DO NOT FOLLOW THE ACTIVATION PROCESS DESCRIBED IN THE SOFTWARE AND DOCUMENTATION. VISIT HTTP://WWW.GAMECORE3D.COM FOR INFORMATION ABOUT PRODUCT ACTIVATION.
1. Definitions."HELIOS" means HELIOS INTERACTIVE Incorporated, a Delaware corporation located at 1 Purlieu Place, Suite 270, Winter Park, Florida, 32792.
"Computer" means a computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
"Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by HELIOS.
"Software" means (a) all of the information with which this agreement is provided, including but not limited to (i) HELIOS or third party software files and other computer information; (ii) sample and stock photographs, images, sounds, clip art, 3D models, project templates, scripts, and other artistic works bundled with HELIOS software and not obtained from HELIOS or another party through a separate service ("Content Files"); (iii) related explanatory written materials and files ("Documentation"); and (iv) fonts; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by HELIOS at any time, to the extent not provided under a separate agreement (collectively, "Updates").
“Games” means any exported runtime that is created with the Software for entertainment purposes only. Games do not include industrial or commercial applications for visualization, simulation, virtual worlds, training or other applications for non-entertainment related purposes.
If you obtained the Software from HELIOS or one of its authorized licensees and as long as you comply with the terms of this agreement, HELIOS grants you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation, as further set forth below. See Section 12 for specific provisions related to certain components.
2.1 General Use
You may install and use one copy of the Software on up to the Permitted Number of your compatible Computers; or
2.2 Server Deployment
You may install the Permitted Number of copies of the Software on the Permitted Number of Computer file server(s) within your Internal Network for the purpose of downloading and installing the Software on up to the Permitted Number of Computers within the same Internal Network; or
2.3 Server Use
You may install the Permitted Number of copies of the Software on the Permitted Number of Computer file server(s) within your Internal Network only for use of the Software initiated by an individual through commands, data or instructions (e.g., scripts) from a Computer within the same Internal Network. The total number of users (not the concurrent number of users) permitted to use the Software on such Computer file server(s) may not exceed the Permitted Number. No other network use is permitted, including, but not limited to use of the Software, either directly or through commands, data or instructions, (i) from or to a Computer not part of your Internal Network, (ii) for enabling Internet or web hosted services, (iii) by any user not licensed to use the Software under a valid license from HELIOS, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (e.g., high-volume automated server processing of wire feed content); and
2.4 Portable or Home Computer Use
The primary user of the Computer on which the Software is installed may install a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer.
2.5 Content Files
Unless stated otherwise in the "Read-Me" files associated with the Content Files, which may include specific rights and restrictions with respect to such materials, you may display, modify, reproduce and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed). Content Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise unlawful manner. You may not claim any trademark rights in the Content Files or derivative works thereof. Content Files do not include 3D models or other content not bundled with HELIOS Software or obtained through third party service.
2.6 Game Exported Runtime
2.6.1 You may use the Software for the purposes of making an unlimited number of electronic single or multi-user Games.
2.6.2 You may publicly sell, distribute, release, publish, transmit and/or exploit any Games created by the Software.
2.6.3 With the exception of the platforms and their respective successors described in Section 4, you may have the Games published by any publisher with no royalties, on PC, Macintosh, or Linux through any downloadable channel or retail distribution (CD / DVD box sales) including but not limited to self-publishing, Games for Windows, Steam, Direct2Drive, RealArcade, Yahoo! Games, PopCap, Big Fish, MSN Games, Pogo. You do not have to offer the Games to HELIOS for publication.
The Software and any authorized copies that you make are the intellectual property of and are owned by HELIOS INTERACTIVE INCORPORATED. The structure, organization and code of the Software are the valuable trade secrets and confidential information of HELIOS INTERACTIVE INCORPORATED. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by HELIOS INTERACTIVE INCORPORATED.
4. Restrictions 4.1 Notices
You may not copy the Software except as set forth in Section 2 and 12. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications
Except as permitted in Section 12, you may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Game exported from the Software. You many not create any derivative works of the Software, including but not limited to localizations, starter kits, technology add-ons, or making software other than Games.
4.3 No Unbundling
The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 12. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale. See Section 12 for specific exceptions to this Section.
4.4 No Transfer
YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE PERMITTED HEREIN.
4.4.1 You may, however, transfer all your rights to use GameCore Professional version of the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity; (b) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. Prior to a transfer HELIOS may require that you and the receiving party confirm in writing your compliance with this agreement, provide HELIOS with information about yourselves, and register as end-users of the Software. Allow 4-6 weeks to transfer. Please visit http://www.gamecore3d.com or contact HELIOS's Customer Support Department for more information.
4.5 Professional Use
GameCore Professional version of the Software may be licensed by any company, incorporated entity, or individual. GameCore Casual or GameCore Indie versions of the Software may be licensed by individuals only and may not be licensed by or used in affiliation with any company or incorporated entity. Those individuals who are using the GameCore Casual or GameCore Indie versions of the Software in affiliation or to perform subcontract work for a company or incorporated entity must upgrade to the GameCore Professional version of the Software for each seat being used immediately.
4.6 Type of Use
Software is to be used for making Games for entertainment purposes only and is not to be used to create or sell industrial or commercial applications. For creating or selling industrial or commercial applications that are not entertainment related, please contact sales@gamecore3d.com
4.7 Game Consoles and Mobile Devices
You may not release Products intended for operation on Game Console Systems or Mobile Phone Handsets including, but not limited to, the Microsoft Xbox, Xbox 360, Sony Playstation 2, Playstation 3, Playstation Portable, Nintendo GameCube, Wii, DS, iPhone or their successors without first obtaining a separate license from HELIOS. Contact sales@gamecore3d.com for these applications of the Software.
If the Software is an upgrade or update to a previous version of HELIOS software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same device, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device and (c) you acknowledge that any obligation HELIOS may have to support the previous version(s) may be ended upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by HELIOS with additional or different terms.
6. DISCLAIMER OF WARRANTYTHE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY HELIOS INTERACTIVE AND ITS AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR HELIOS INTERACTIVE, ITS AFFILIATES OR SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, HELIOS AND ITS AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ANY WEBSITES, ONLINE SERVICES AND CD SERVICES AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Sections 6 and Section 7 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement.
7. LIMITATION OF LIABILITYEXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 12, IN NO EVENT WILL HELIOS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A HELIOS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. HELIOS’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this agreement limits HELIOS’s liability to you in the event of death or personal injury resulting from HELIOS’s negligence or for the tort of deceit (fraud). HELIOS is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose.
8. Export RulesYou agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
9. Governing LawThis agreement will be governed by and construed in accordance with the substantive laws in force in: the State of Florida, and the courts of Orange County, Florida. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10. Notice to U.S. Government End Users 10.1 Commercial Items
The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. HELIOS INTERACTIVE Incorporated, 1 Purlieu Place, Suite 270, Winter Park, FL 32792, USA.
10.2 U.S. Government Licensing of HELIOS Technology. You agree that when licensing HELIOS Software for acquisition by the U.S. Government, or any contractor therefore, you will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1 and 227-7202-4 (for the Department of Defense). For U.S. Government End Users, HELIOS agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference in this agreement.
If you are a business, company or organization, you agree that upon request from HELIOS or its authorized representative you will within thirty (30) days fully document and certify that use of any and all HELIOS software at the time of the request is in conformity with your valid licenses from HELIOS.
12. Specific Provisions and Exceptions This section sets forth specific provisions related to certain components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.
12.1 You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this agreement.
12.2 Pre-release Software Additional Terms
If the Software is pre-commercial release or beta software ("Pre-release Software"), then this Section applies. The Pre-release Software is a pre-release version, does not represent final product from HELIOS, and may contain bugs, errors and other problems that could cause system or other failures and data loss. You will return or destroy all copies of Pre-release Software upon request by HELIOS or upon HELIOS's commercial release of such Software. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 6 and 7 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN PRE-RELEASE SOFTWARE.
12.3 Tryout, Product Sampler, NFR, Additional Terms
If the Software is tryout, starter, product sampler, or NFR software ("Tryout Software"), then the following Section applies. The Tryout Software may contain limited functionality and is to be used for demonstration and evaluation purposes only and not for your commercial purposes. YOUR USE OF TRYOUT SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 6 and 7 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN TRYOUT SOFTWARE.
12.4 Time Out Software
If the Software is a limited trial or timeout version then it will cease operations after a designated period of time or number of launches following installation. The license hereunder will terminate after such period or number of launches unless extended by HELIOS upon your acquisition of a full retail license. ACCESS TO ANY FILES OR OUTPUT CREATED WITH SUCH SOFTWARE OR ANY PRODUCT ASSOCIATED WITH SUCH SOFTWARE IS ENTIRELY AT YOUR OWN RISK.
12.5 Educational Software Product
If the Software accompanying this agreement is Educational Software Product (Software manufactured and distributed for use by only Educational End Users), you are not entitled to use the Software unless you qualify in your jurisdiction as an Educational End User. Educational Software Product may only be licensed by educational institutions for use by their students and staff and may not be used for commercial work, or to commercially release products. Please visit http://www.gamecore3d.com to learn if you qualify.
12.6 Online Services
12.6.1 The Software may rely upon or facilitate your access to websites maintained by HELIOS or its affiliates or third parties offering goods, information, software and services ("Online Services"). Your access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such services. HELIOS may at any time, for any reason, modify or discontinue the availability of any website and Online Services.
12.6.2 HELIOS does not control, endorse or accept responsibility for websites or Online Services offered by third parties. Any dealings between you and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party.
12.6.3 EXCEPT AS EXPRESSLY AGREED BY HELIOS OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE DISCLAIMER OF WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 6 AND 7.
12.7 You agree to display a full screen, unmodified GameCore logo in the start up sequence of any game created and released with the Software. You agree to include in the "About" box or in the credits screen: (i) the wording "Powered by GameCore” and (ii) a link to www.gamecore3d.com.
12.8 HELIOS may use your name in connection with the Games and in any customer reference list or in any press release issued by HELIOS regarding the licensing of the Software.
If you have any questions regarding this agreement or if you wish to request any information from HELIOS please use the address and contact information included with this product to contact the HELIOS office serving your jurisdiction.
GAMECORE and GAMECORE3D are either the registered trademarks or trademarks of HELIOS INTERACTIVE Incorporated in the United States and/or other countries.