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StemCell Game Engine Commercial Indie License Agreement
The use of the StemCell Game Engine ("Engine") is governed by this license agreement ("Agreement").
These license terms are an agreement between DevCell Software SRL and you. Please read them. They apply to the software, game engine, binary code, and any other assets or works that are included with the product named above, which includes the media on which you received it, if any. These terms also apply to any updates, supplements, internet-based services, and support services for this software and its associated assets, unless other terms accompany those items. If so, those terms apply. You must read and agree to this Agreement terms BEFORE installing the Engine to your hard drive or using the Engine in any way. If you do not agree to the license terms, do not download, install or use the Engine. Please make copies for all those in your organization who need to be familiar with the license terms.
This license allows small companies or individuals to create and release or sell games based on executables created whit the Engine.
BY CLICKING THE ACCEPTANCE BUTTON AND/OR INSTALLING OR USING THIS ENGINE, THE INDIVIDUAL ACCESSING THE ENGINE ("LICENSEE") IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT INSTALL OR USE THIS ENGINE. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW:
1. LICENSE AGREEMENT
This sets forth the entire agreement between DevCell Software SRL ("Licensor") and the Licensee relating to the use of the Engine binary code in hard media form or downloadable from the Licensor website, www.devcellsoftware.com, or affiliates.
2. LICENSE GRANT.
(a) In accordance with the terms herein, Licensor grants a limited non-exclusive, non-transferable license to the Licensee to use the Engine for the sole purposes of making executable electronic single or multi-user games for entertainment ("Games"). This license is granted specifically to a single individual or a single corporate or business entity only. This license grants only a single seat license per commercial copy purchased, and additional copies must be purchased for each user that will use this software within a business or corporate entity at the rate of one copy/seat per user.
(b) With the exception of the platforms and their respective successors described in Section 3, Licensee may have the Games published by any publisher with no royalties. Licensee may have the games published on PC 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. Licensee does not have to offer the Games to DevCell Software for publication.
3. RESTRICTIONS.
The following restrictions apply to the use of this Engine:
(a) Licensee may not: (i) create any derivative works of the Engine, including but not limited to translations, localizations, starter kits, technology add-ons, or game making software other than Games; (ii) reverse engineer, or otherwise attempt to derive the algorithms for the Engine (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Engine; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Engine.
(b) This license does not permit the use of the Engine for non-Game application such as simulations, training, modeling, virtual worlds, or other non-Game products. Use of the Engine for these applications requires a separate license. Contact sales@devcellsoftware.com for these applications of the Engine.
4. FEES.
(a) The Commercial Indie license fee for the Engine is $495, with no royalties. Licensee does not need to have any permissions or approvals from Licensor to release, publish, sell, or otherwise exploit Games.
(b) Licensee may display a full screen StemCell Game Engine logo in the start up sequence of any game created and released with the Engine.
(c) Licensee agrees to include in the "About" box or in the credits screen: (i) a link to http://www.devcellsoftware.com, and (ii) the wording "This game is powered by StemCell Game Engine."
(d) Licensor may use Licensee's name in connection with the Games and in any customer reference list or in any press release issued by Licensor regarding the licensing of the Engine.
5. TERMINATION.
Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Engine.
6. DISCLAIMER OF WARRANTY.
THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS THE RESPONSIBILITY OF LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
7. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSORS ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. LICENSOR IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS INCORPORATED WITH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
8. LICENSEES REPRESENTATIONS, WARRANTIES & INDEMNIFICATION.
Licensee shall defend, indemnify and hold harmless Licensor, its parent, subsidiaries, affiliated companies and partners and their respective officers, directors, employees and agents from and against any and all liabilities, damages, costs and fees (including reasonable attorneys fees) resulting from or relating to: (i) any third party claims or lawsuits related to the Games and assignment of intellectual property ownership hereunder; (ii) any third party claims or lawsuits related to any and all obligations Licensee has undertaken to perform hereunder; or (iii) a breach of any representations and warranties Licensee has made hereunder. Such indemnification obligation of Licensee is conditioned upon Licensor immediately notifying Licensee in a writing that sets forth with specificity the claim or action to which such indemnification obligation applies. Licensee will have the right to control the defense of each such claim and any lawsuit or proceeding arising there from. In no event will Licensee settle any such claim or lawsuit or proceeding arising there from without the prior written approval of Licensor.
9. MISCELLANEOUS.
Non-personal information about the installer's success or failure may be sent to DevCell Software during the installation. Neither party may assign or transfer its rights or obligations under this Agreement without the prior consent of the other party. This Agreement shall be governed by Romanian law and the parties submit to the exclusive jurisdiction of Arbitrary Court next to Chamber of Commerce and Industry Bucharest. This License Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof, and may only be amended by a writing executed by both parties.
The language of this Agreement is English.
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