path: root/licenses/havok

Havok™ Physics / Havok™ Animation Limited No-Charge PC Game License Agreement
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 READ THE TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY
BEFORE INSTALLING THE ACCOMPANYING SOFTWARE.  
   
 The Havok software (the "Software") and the accompanying documentation
(the "Documentation") supplied (collectively, the "Product") are
protected by United States, Irish and international copyright laws, and
the copyrights and other intellectual property rights are owned by
Telekinesys Research Limited (trading as Havok) First Floor, The Digital
Depot, 157 Thomas Street, Dublin 8, Ireland. This license is granted (i)
by Havok.com Inc to customers based in the United States of America or
(ii) by Telekinesys Research Limited to customers based outside the
United States of America (both referred to herein as "Havok"). The
Product is copyrighted and licensed (not sold). By installing the
Software, you ("Licensee") are accepting and agreeing to the terms of
this Agreement. If you are not willing to be bound by the terms of this
Agreement, you should promptly de-install and/or return the Product.
What constitutes a PC Game shall be determined by Havok, in its sole
discretion on a case by case basis, and Havok intends to use reasonable
industry-standards to determine whether or not a specific Havok-enabled
PC application constitutes a PC Game. For the illustrative purposes, a
PC Game may include, but not be limited to, any integrally developed
executable PC program and its specific associated 3D digital content
which presents an interactive experience designed solely for the
purposes of entertainment, and not for the purposes of professional
training, analysis, inspection, marketing, promotion, or benchmarking.
Redistribution of Havok Software and/or Documentation as part of a
commercial or non-commercial middleware, engine, or tool offering is
prohibited.  
   
 1. OWNERSHIP  
 The Software (including any header files and demonstration code that
may be included) and Documentation, and all associated copyrights and
other intellectual property rights, are the property of Havok or its
licensors. Licensee acquires no title, right or interest in the Product
other than the license granted herein by Havok and the title to the
media upon which the Product is delivered.  
   
 2. PROPRIETARY NOTICES  
 Licensee shall not remove any trademark, trade name, copyright notice
or other proprietary notice from the Software or Documentation, and
shall be responsible for the conservation of same on all copies of the
Software and Documentation. Licensee may not reproduce any portion of
the Software or Documentation, except as permitted by this Agreement.  
   
 3. LICENSE

1.  Subject to the terms and conditions of this Agreement, Havok hereby
    grants to Licensee a non commercial, nonexclusive, nontransferable,
    internal, limited license to evaluate the Product at Licensee's
    premises for the Term of this Agreement only. Except as permitted
    under section 3 (b) below, which shall not apply in respect of the
    Havok Behavior Tool, the Product is provided for evaluation,
    demonstration, prototyping, testing, and/or proof of concept
    purposes only and no commercial product development work is
    authorized under this Agreement, whether such developed software is
    used internally or distributed to end users.
2.  Excluding the Havok Behavior Tool, in the following cases Havok
    grants to Licensee a nonexclusive, nontransferable, irrevocable
    (except to the extent provided in section 13 below), perpetual right
    and license to internally develop:
    1.  publicly demonstrate, and publicly distribute a Havok-enabled
        non-commercial end-user compiled, binary executable software
        application or game for the Windows PC Platform, in which the
        Software is compiled and distributed within the software
        application or game in an integral, non-separable way, for no
        direct or indirect commercial value;  
    2.  publicly demonstrate, and publicly sell a Havok-enabled
        commercial PC Game only for the Windows PC Platform for a retail
        value of less than or equal to and for which the end user will
        not pay in total more than ten US Dollars (US$10.00) (or
        equivalent amount in other currencies based on prevailing
        exchange rates at the time of game launch), and in which the
        Software is compiled and distributed within the binary
        executable game in an integral, non-separable way only;  
    3.  publicly demonstrate a Havok-enabled commercial PC Game for the
        Windows PC Platform, intended for commercial sale above a retail
        value of ten US Dollars (US$10.00) , subject to (aa) in Havok's
        sole discretion, Havok's prior written approval; and (bb)
        execution of a separate no-charge PC Game distribution license
        which must be secured from Havok at
        www.havok.com/PCgamedistribution; and  
    4.  develop compatibility between the Havok SDK and PC Game tools,
        PC Game middleware, and PC Game engines, subject to no
        components of the Software being redistributed in any manner.  
    5.  publicly distribute Havok-compatible commercial and
        non-commercial demo code and academic research subject to no
        components of the Software being redistributed in any manner.

3.  The source code of the Software (other than included header files
    and demonstration code) and design documentation are confidential
    and proprietary information and trade secrets of Havok, its
    suppliers and/or licensors.
4.  To use the Product beyond the Term of this Agreement Licensee shall
    be required to contact Havok at www.havok.com/purchase to discuss
    the commercial terms of such additional use.

  
 4. COPY RESTRICTIONS AND OTHER RESTRICTIONS

1.  Licensee may make such reasonable number of copies of the Product as
    are necessary to exercise Licensee's rights under this Agreement,
    provided that such copies shall include all applicable copyright,
    trademark and other proprietary notices of Havok in accordance with
    Section 2 above.
2.  Unless permitted herein, Licensee will not display or disclose the
    Product to third parties, rent, lease, loan, sublicense, modify,
    adapt, translate benchmark, reverse engineer, disassemble or
    decompile the Product or any portion thereof, or create derivative
    works of the Product even for purposes of interoperability or error
    correction. If Licensee desires information relating to the Software
    for purposes of achieving interoperability with independently
    created computer software, Licensee may make a written request to
    Havok for such information. Licensee shall promptly report to Havok
    any actual or suspected violation of this section and shall take
    further steps as may reasonably be requested by Havok to prevent or
    remedy any such violation.
3.  Save as explicitly permitted herein above, Licensee shall not use
    the Product for commercial or non-evaluative purposes in any
    capacity, including, but not limited to, the following restrictions:
    commercial digital content development, commercial industrial and
    mechanical simulation, benchmarking and/or military applications.

  
 5. TRADEMARK LICENSE

1.  Each party owns the trademarks, logos, service marks and tradenames
    (collectively "Marks") for their respective companies, products
    and/or services, including, but not limited to the Licensee
    developed game and the Havok Product.
2.  Licensee hereby grants to Havok a nonexclusive, non-transferable,
    worldwide license to refer to Licensee and the Licensee developed
    game, using Licensee's Marks, on Havok's website as part of its
    customer list (subject to any reasonable usage conditions of
    Licensee).
3.  For purposes other than as outlined herein, each party grants the
    other party a nonexclusive, nontransferable, non-sublicenseable,
    worldwide license to refer to the granting party's products and
    technologies using the associated Marks provided that each party
    shall submit to the other party for approval (which approval will
    not be unreasonably withheld or delayed) a sample of each proposed
    use of the other party's Marks.
4.  Except as provided herein, no license or other rights with respect
    to Marks of either party is conferred on the other party. Each party
    acknowledges and agrees that all use of the other party's Marks
    shall inure to the benefit of the owner of such Marks. Except as set
    forth herein neither party shall be required to use the Marks of the
    other Party.

  
 6. ATTRIBUTION  
 Notwithstanding the foregoing, with respect to the Licensee developed
game, Licensee shall:

1.  include Havok's logo (as provided by Havok to Licensee), on the
    cover (or where other logos appear) of all Licensee developed game
    packaging (if any), and the credit screen of the Licensee Developed
    Game;
2.  include the following copyright and credit notice on the credit
    screen or "about" box of the Licensee developed game and in the
    credit section of the Licensee Developed Game manual: ""Licensee
    Developed Game title" uses Havok®. ©Copyright 1999-2011 Havok.com
    Inc. (and its Licensors). All Rights Reserved. See www.havok.com for
    details.";
3.  permit Havok to produce and publish a Licensee developed
    game-specific case study linked to the Licensee's logo on Havok's
    website, permit Havok to create self-promotional materials such as
    press releases, advertisements, brochures, newsletters and create
    and display trade shows demos which may show references to or
    include real time game play and captured video clips and images from
    the Licensee developed game;
4.  provide a quote about the Licensee's integration of the Havok
    Product into the game title for use in Havok's press materials and
    website; and
5.  refer to Havok in press coverage relating or referring to the
    relevant engine or tools used in the development Licensee developed
    game such that Havok is identified as the provider of the middleware
    system or tools used by Licensee in developing and creating the
    Licensee developed game.

  
 7. U.S. GOVERNMENT END-USERS  
 The Software and the Documentation are "commercial items" as that term
is defined in applicable U.S. C.F.R. clauses; if the licensee hereunder
is the U.S. Government or any agency or department thereof, the Software
and the Documentation are licensed hereunder (i) only as a commercial
item, and (ii) with only those rights as are granted to all other end
users pursuant to the terms and conditions of this Agreement.  
   
 8. SUPPORT  
 This Product is unsupported. Community Support is available on the web
at http://software.intel.com/en-us/forums/havok/.  
   
 9. DURATION  
 Except as permitted under section 3 (b) above, this Agreement is
effective from the date this Software is installed by Licensee and shall
remain in force for a period of six (6) months, unless specified
otherwise herein, and unless earlier terminated as provided for herein
(the "Term").  
 10. REPLACEMENT AND EXCLUSION OF WARRANTIES

1.  Should the Product prove defective, the Licensee's sole remedy shall
    be to request a new copy of the Product from Havok that may be
    granted or withheld by Havok at its sole discretion.
2.  HAVOK SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS
    CONTAINED IN THE SOFTWARE OR THE RESULTS OF USE WILL MEET LICENSEE'S
    REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE
    UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH ABOVE,
    THE PRODUCT IS PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY
    KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
    BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE
    RISK AS TO THE SUITABILITY, QUALITY AND PERFORMANCE OF THE PRODUCT
    IS WITH LICENSEE AND NOT WITH HAVOK. This disclaimer of warranty
    constitutes an essential part of this Agreement.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO
SUCH EXCLUSION MAY NOT APPLY TO YOU.  
   
 11. LIMITED LIABILITY  
 IN NO EVENT SHALL HAVOK, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
DATA, GOODWILL OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR
INABILITY TO USE THE SOFTWARE, EVEN IF FORSEEABLE OR IF HAVOK HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF HAVOK IS HELD LIABLE
UNDER THIS AGREEMENT, HAVOK'S, ITS SUPPLIERS' AND LICENSORS' LIABILITY
SHALL BE LIMITED TO THE PRICE PAID BY THE LICENSEE FOR THE PRODUCT
SUPPLIED.  
   
 12. ASSIGNMENT  
 This Agreement and any rights granted hereunder may not be assigned,
sub-licensed or otherwise transferred by Licensee to any third party
without the prior written consent of Havok. Havok may assign or transfer
its rights and obligations under this Agreement at any time without
notice to or the consent of Licensee.  
   
 13. TERMINATION

1.  This Agreement and the license granted hereunder will terminate
    immediately if Licensee breaches any of the provisions of this
    Agreement. This Agreement and the license granted hereunder may be
    terminated by Havok at any time upon written notice to Licensee.
2.  Upon termination of this Agreement and of the license granted
    hereunder, Licensee shall cease any further use of the Product, and
    must destroy all copies of the Software and Documentation, in any
    form, in Licensee's possession or control.
3.  The provisions of Sections 1, 2, 10, 11, and 13-18 and the
    definitions of this Agreement shall survive the termination of this
    Agreement (for any reason).

  
 14. AMENDMENT; WAIVER  
 No modification or waiver of any provision of this Agreement shall be
binding on either party unless specifically agreed upon in a writing
signed by both parties. Any failure or delay by Havok to exercise or
enforce any of the rights or remedies granted hereunder will not operate
as a waiver thereof. No waiver by Havok of any breach of this Agreement
will operate as a waiver of any other or subsequent breach.  
   
 15. SEVERABILITY  
 If any provision of this Agreement is found invalid or unenforceable,
that provision will be reformed, construed and enforced to the maximum
extent permissible, and the other provisions of this Agreement will
remain in full force and effect.  
   
 16. LAW AND JURISDICTION  
 If Licensee is based in the United States of America, this Agreement
will be governed by the laws of the State of California, without regard
to its conflict of laws provisions. If Licensee is based outside the
United States of America, this License Agreement is governed by the laws
of the Republic of Ireland.  
   
 17. EXPORT ADMINISTRATION ACT  
 Licensee will not import, export or re-export the Product (or portion
thereof) to or from any country in contravention of any applicable
import or export laws.  
   
 18. ENTIRE AGREEMENT  
 Licensee has read this Agreement and agrees to be bound by its terms,
and further agrees that, unless the parties have entered into a signed
development license agreement relating to the subject matter hereof (a
"Signed Agreement"), this Agreement constitutes the complete and entire
agreement of the parties and supersedes all previous communications,
oral or written, and all other communications between them relating to
the subject matter hereof. If, however, the parties have entered into a
Signed Agreement, to the extent of any inconsistency, such Signed
Agreement shall take precedence over the terms of this Agreement. No
representations or statements of any kind made by either party, which
are not expressly stated herein, shall be binding on such party.  
   

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