USE LICENSE AGREEMENT
Use License Agreement (the "Agreement") is a legal agreement between
you, the end-user, and Zargon Studios Corp.. By purchasing or
by any other means this CD entitled Cityscape (the “CD”),
agreeing to be bound by the terms
of this Agreement.
1. Grant of License. Zargon Studios Corp. grants to you the non-exclusive
limited right to use this CD for the limited purpose of inclusion in
graphic images. The term “CD” includes all content of the CD such as
textures and bump maps (the “Textures). You are not
receiving any ownership or proprietary right, title or interest in or
to the CD or the copyright, trademarks, or other rights related thereto.
For purposes of this section, "use" means loading the CD into RAM and/or
onto computer hard drive, as well as installation of the CD on a hard
disk or other storage device. You agree that the CD will not be shipped,
transferred or exported into any country in violation of the U.S. Export
Administration Act (or any other law governing such matters) by you or
anyone at your direction and that you will not utilize and will not
authorize anyone to utilize, in any other manner, the CD in violation of
any applicable law. The CD may not be downloaded or otherwise exported
or re-exported into (or to a national or resident of) any country to
which the U.S. has embargoed goods or to anyone or into any country who/which
are prohibited, by applicable law, from receiving such property.
You, either directly or indirectly, shall not do
any of the following acts:
a. rent the CD;
b. sell the CD; c. lease
or lend the CD; d. offer the CD on a “pay-per-play”
basis; e. distribute
the CD by any means, including, but not limited to
direct mail, retail, mail order or other means; f. in any other manner and through any medium whatsoever
commercially exploit the CD or use the CD for any commercial purpose; g. reproduce
or copy the CD (except as permitted by section 3. hereinbelow); h. publicly display the CD; or i. prepare
or develop derivative works based upon the CD.
3. Permitted Copying
and other Uses. You may make only
the following copies of the CD: (i) you may copy
the CD from your computer hard drive into your computer RAM; and (ii)
you may make one (1) “back up” or archival copy of the CD on one (1)
hard disk or other storage device. Additionally,
you may incorporate the Textures, as defined above, into your own software
developments (“Your Software Developments”).
4. Copyright. The
CD and all copyrights, trademarks and all other conceivable intellectual
property rights related to the CD are owned by Zargon Studios Corp. and
are protected by United States copyright laws, international treaty provisions
and all applicable law, such as the Lanham Act. You
must treat the CD like any other copyrighted material, as required by
17 U.S.C., §101 et seq. and other applicable law. You agree to use your best efforts to see that any
user of the CD licensed hereunder complies with this Agreement. You agree that you are receiving a copy of the CD
by license only and not by sale and that the “first sale” doctrine of
17 U.S.C. §109 does not apply to your receipt or use of the CD.
5. NO WARRANTIES.
ZARGON STUDIOS CORP. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE CD. ZARGON STUDIOS
CORP. DOES NOT WARRANT THAT THE OPERATION OF THE CD WILL BE UNINTERRUPTED
OR ERROR FREE OR THAT THE CD WILL MEET YOUR SPECIFIC REQUIREMENTS. ADDITIONAL STATEMENTS SUCH AS PRESENTATIONS, WHETHER
ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES BY ZARGON STUDIOS CORP. AND
SHOULD NOT BE RELIED UPON.
6. Venue and Liability
Limitation. This Agreement shall be construed
in accordance with and governed by the laws of the Province of British
Columbia and U.S. federal law. Copyright and
other proprietary matters will be governed by United States laws and
international treaties. Exclusive venue for all
litigation regarding this Agreement shall be in Vancouver, British Columbia
and you agree to submit to the jurisdiction of the courts in Vancouver, British
Columbia for any such litigation. IN
ANY CASE, ZARGON STUDIOS CORP. AND ZARGON STUDIOS CORP.’ ASSIGNS SHALL
NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES
ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT
PRODUCT LIABILITY, OR OTHER LEGAL THEORY EVEN
IF ZARGON STUDIOS CORP. OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR LIABLE FOR
ANY CLAIM BY ANY OTHER PARTY. Some
jurisdictions do not allow the exclusion or limitation of incidental
or consequential damages, so the above limitation or exclusion may not
apply to you.
7. U.S. Government
Restricted Rights. To the extent applicable, the United States Government
shall only have those rights to use the CD as expressly stated and expressly
limited and restricted in this Agreement, as provided in 48 C.F.R. §§
227.7202-1 through 227.7204, inclusive.
8. General Provisions. Neither this Agreement nor any part or portion hereof
shall be assigned or sublicensed by you. Zargon Studios Corp. may assign its
rights under this Agreement in Zargon Studios Corp.’ sole discretion. Should any provision of this Agreement be held to
be void, invalid, unenforceable or illegal by a court, the validity and
enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable,
you agree to a modification of such provision to provide for enforcement
of the provision's intent, to the extent permitted by applicable law. Failure of Zargon Studios Corp. to enforce any provision
of this Agreement shall not constitute or be construed as a waiver of
such provision or of the right to enforce such provision. If you fail
to comply with any term of this Agreement, YOUR LICENSE IS AUTOMATICALLY
TERMINATED, WITHOUT NOTICE. In the event this
Agreement is terminated, you shall have no right to use the CD, in any
manner and you shall immediately destroy all copies of the CD in your
possession, custody or control. You agree to
defend, indemnify and hold Zargon Studios Corp. and Zargon Studios Corp.’
agents harmless from and against all damages, losses, lawsuits, claims
and causes of actions arising out of or relating to Your Software Developments,
whether in whole or in part, and/or the reproductions, distribution
or other use thereof, whether in whole or in part.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE
INSTALLATION OF THE CD, BY LOADING OR RUNNING THE CD, OR BY PLACING OR
COPYING THE CD ONTO YOUR COMPUTER HARD DRIVE OR RAM, YOU AGREE TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU
FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ZARGON
STUDIOS CORP. AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT
OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO.
THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR
UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN ZARGON STUDIOS CORP.
AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.