This is a legal agreement ("Agreement") between you, the end user ("You") and ZeniMax Media Inc. through its division, Bethesda Softworks Inc., with offices at 1370 Piccard Drive, Suite 120, Rockville, MD 20850, USA (collectively "Bethesda Softworks"). This Agreement is part of a package (the "Package") that includes one or more CD-ROM discs containing one or more Bethesda Softworks software products (collectively, the "CD-ROM") and certain electronic and/or written materials (the "Documentation").
BY INSTALLING THE CD-ROM OR USING ANY OF THE SOFTWARE PROVIDED THEREON, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. YOU UNDERSTAND THAT, IF YOU PURCHASED THE PACKAGE FROM AN AUTHORIZED RESELLER OF BETHESDA SOFTWORKS, THE RESELLER (NOR ANY OTHER THIRD PARTY) IS NOT AN AGENT OF BETHESDA SOFTWORKS AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON BEHALF OF BETHESDA SOFTWORKS, NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.
If You do not agree to the terms of this Agreement, promptly return the entire Package to the place You obtained it for a full refund. In such event, You may not use the Package or any part thereof.
1. LIMITED LICENSE:
You are entitled to use this CD-ROM and the software products provided on the CD-ROM for your own personal, non-commercial use, but You may not sell or transfer reproductions of the CD-ROM or Documentation or any other part of the Package to other parties in any way. You may use one copy of the CD-ROM on a single terminal connected to a single computer. You may not network the CD-ROM (or any part thereof) or otherwise use it on more than one computer or computer terminal at the same time. You acknowledge that Bethesda Softworks is not responsible for the Internet or whether it should continue to exist in its present form or whether or not a government or governmental agency, either foreign or domestic, will control, regulate or disband the Internet. You agree not to use the CD-ROM or any of the programs on the CD-ROM in any manner other than its intended use and/or purpose.
2. OWNERSHIP; COPYRIGHT:
Title to the CD-ROM and the Documentation, and patents, trademarks, copyrights and all other intellectual property and other property rights applicable thereto, shall at all times remain solely and exclusively with Bethesda Softworks and/or its licensors, and You shall not (nor shall You permit any third party to) take any action inconsistent with such title. The CD-ROM and the Documentation and the other components of the Package are protected by United States and other applicable laws and by international treaty provisions. Any rights not expressly granted herein are reserved to Bethesda Softworks and/or its licensors. You agree and understand that You are provided with LICENSED RIGHTS; nothing herein shall be deemed to be a transfer of ownership of any software or proprietary materials of Bethesda Softworks or its licensors. You may not modify or remove any proprietary rights notices of Bethesda Softworks or any of its licensors.
3. OTHER RESTRICTIONS:
You may not cause or permit the disclosure, copying, renting, licensing, sublicensing, leasing, disseminating, uploading, transmitting, or otherwise distributing the CD-ROM (or any software provided to You) or the Documentation by any means or in any form, without the prior written consent of Bethesda Softworks. You may not modify, enhance, supplement, create any derivative works from, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the object code form of any software on the CD-ROM (or of any other software products provided to You) to human readable form, or use parts of the CD-ROM independently of the CD-ROM or the respective software products. You may not (and may not permit any third party to) avoid, circumvent or disable any security mechanism, procedure or protocol, or any copyright protection, provided or included in connection with the Package or the CD-ROM, or any part thereof.
4. LIMITED EXPRESS WARRANTY; DISCLAIMER:
Bethesda Softworks warrants for a period of ninety (90) days following original retail purchase of this copy of the CD-ROM (the "Warranty Period"), that the CD-ROM media is, and under normal use shall be, free from substantial errors or defects that will materially interfere with the operation of the CD-ROM as described in the Documentation. This limited express warranty applies to the initial purchaser only.
EXCEPT AS STATED ABOVE, BETHESDA SOFTWORKS MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR CONDITIONS, STATUTORY OR OTHERWISE, ARE EXPRESSLY AND SPECIFICALLY DISCLAIMED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
Some jurisdictions do not allow limitations on how long an implied or express warranty or condition lasts, so the above limitation may not apply to You. This limited express warranty gives You specific legal rights, and You may also have other rights which vary from jurisdiction to jurisdiction.
If You believe You have found an error or defect in the CD-ROM that would constitute a breach of the above limited warranty during the Warranty Period, and (i) You are in the United States, You may call Bethesda Softworks' Customer Service Department at 301-926-8300, between the hours of 9:00 a.m. and 6:00 p.m., and should have ready your product number, the computer brand, process or make and speed, CD make and speed, operating system, sound card name and video card name; or (ii) if You are outside the United States, send your original CD-ROM disc to Bethesda Softworks at 1370 Piccard Drive, Suite 120, Rockville, MD 20850, USA, together with a dated proof of purchase, your product number, a brief description of such error or defect, and the address to which it is to be returned.
If You have a problem resulting from such a manufacturing defect in the CD-ROM, Bethesda Softworks' entire liability and Your exclusive remedy for breach of this limited warranty shall be the replacement of the CD-ROM, within a reasonable period of time and without charge, with a corrected version of the CD-ROM. Any replacement CD-ROM shall be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. This limited warranty shall not be applicable and shall be void if the defect in the CD-ROM is found to be the result of abuse, unreasonable use, mistreatment or neglect. Some jurisdictions do not allow the exclusion or limitation of relief, incidental or consequential damages, so the above limitation or exclusion may not apply to You.
5. WARRANTY CARD AND WARRANTY PROTECTION:
To be eligible for warranty protection hereunder, You must fill out and mail in the Warranty Registration Card included in the Package within thirty (30) days of purchase. Failure to send in Your Warranty Registration Card within thirty (30) days of purchase shall result in the loss of Your warranty protection. Warranty protection is available only to You, the original purchaser. In the event of any questions in this regard, Bethesda Softworks reserves the exclusive right to determine warranty eligibility and appropriate redress, if any.
6. LIMITATION OF LIABILITY:
IN NO EVENT SHALL BETHESDA SOFTWORKS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES, EVEN IF BETHESDA SOFTWORKS IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE ENTIRE LIABILITY OF BETHESDA SOFTWORKS ARISING FROM OR IN ANY WAY RELATED TO THE PACKAGE, THE CD-ROM, OR ANY PART THEREOF, OR THIS AGREEMENT, EXCEED IN THE AGGREGATE THE PURCHASE PRICE OF THE PACKAGE.
Some jurisdictions do not allow the exclusion or limitation of special, incidental, consequential, indirect or exemplary damages, or the limitation of liability to specified amounts, so the above limitation or exclusion may not apply to You.
7. TERMINATION:
This Agreement is effective until terminated. It shall terminate automatically without notice if You fail to comply with any provision of this Agreement. Upon termination You shall cease using all software provided to You hereunder, and destroy the CD-ROM and the Documentation, and all copies of any parts thereof.
8. GENERAL:
This Agreement constitutes the entire understanding between Bethesda Softworks and You with respect to subject matter hereof. Any change to this Agreement must be in writing, signed by Bethesda Softworks and You. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Bethesda Softworks in writing. You shall be responsible for and shall pay, and shall reimburse Bethesda Softworks on request if Bethesda Softworks is required to pay, any sales, use, value added (VAT), consumption or other tax (excluding any tax that is based on Bethesda Softworks' net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Package. This Agreement and any and all rights provided to You in connection with the Package shall automatically terminate, without the requirement of any further action by Bethesda Softworks, upon breach of any of the terms herein. Upon termination, You must immediately cease use of the CD-ROM (including all software) and all other parts of the Package. No waiver of Bethesda Softworks' rights shall be effective unless made in a writing signed by a duly authorized representative of Bethesda Softworks. You understand that the CD-ROM (or software thereon) may contain confidential information and/or trade secrets of Bethesda Softworks; You agree to maintain and protect such confidential information and trade secrets in strictest confidence for the benefit of Bethesda Softworks, and not to use or disclose them without express authorization from Bethesda Softworks.
All disclaimers of warranty and Sections 2, 3, 5, 6, 7, 8, 9, and 11 shall survive any termination of this Agreement. If any provision of this Agreement is held to be invalid, it shall be deemed severed from this Agreement, and deemed replaced with a substitute provision that retains to the maximum extent possible, the effect, scope and economic benefit of the severed provision consistent with applicable law. All other provisions shall continue in full force and effect.
All notices and demands to Bethesda Softworks hereunder shall be in writing and shall be served by personal service or by mail at the address first set forth in this Agreement (or at such different address as may be designed by Bethesda Softworks from time to time by written notice), Attn: Vice President - Legal. All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally/internationally recognized express courier, and shall be deemed complete upon receipt.
9. EXPORT AND IMPORT COMPLIANCE:
In the event You export the CD-ROM or the Documentation or any other part of the Package from the country in which You first received it, You assume the responsibility for compliance with all applicable export and re-export regulations, as the case may be.
10. SUPPORT SERVICES. Support services, if any, provided by Bethesda Softworks shall be subject to the terms of this Agreement and Bethesda Softworks' current support policies. Bethesda Softworks provides all support services on an "as is" basis.
10. GOVERNING LAW; ARBITRATION:
This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the State of Maryland, U.S.A., excluding (a) its conflicts of laws principles; (b) the United Nations Convention on Contracts for the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Any dispute, controversy or claim arising out of or relating to this Agreement or to a breach hereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted by three (3) arbitrators, one to be appointed by Bethesda Softworks, one to be appointed by You and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English and in accordance with the then-current commercial arbitration rules of the AAA. The arbitration, including the rendering of the award, shall take place in Bethesda, Maryland, USA, and shall be the exclusive forum for resolving such dispute, controversy or claim. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding anything contained in this Paragraph to the contrary, Bethesda Softworks shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce Bethesda Softworks' rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
Echelon (c) 2001 Buka Entertainment Corp. Used under license from Buka Entertainment. Echelon is a registered trademark or trademark of Buka Entertainment. Bethesda Softworks Inc. is a division of ZeniMax Media Inc. Bethesda Softworks and its logo are registered trademarks or trademarks of ZeniMax Media Inc. All Rights Reserved.
