Fatal Distractions!/fataldistractions.bin/chap07/paganitz/license.doc

Text File | 1993-12-01 | 7KB | 161 lines

Shareware Distribution Agreement

From APOGEE SOFTWARE PRODUCTIONS, P.O. Box 496389, Garland, TX 75049,
TEL: [phone]  [v10.15.93]

To:  All Shareware Distributors

THIS LICENSE AGREEMENT DESCRIBES THE ONLY TERMS BY WHICH WE GRANT
PERMISSION TO COMMERCIALLY DISTRIBUTE APOGEE SOFTWARE SHAREWARE
PRODUCTS.


This Agreement provides permission to Distributors and / or Re-sellers to
sell by direct mail, retail "store front" or by "rack vending", any SHAREWARE
computer programs designed, produced or supported by Apogee Software
Productions.

1.  OWNERSHIP

Apogee owns the rights to (A) distribute the programs under its "Apogee"
trademark (the "Trademark"), and (B) authorizes others to distribute programs
under the Trademark as provided in this Agreement.

2.  GRANT

  A.  Apogee grants to the Distributor a non-exclusive license to distribute
the Programs on IBM compatible media by selling it under the "Apogee" Trademark
(1) by "rack", CD (compact laser disk) or otherwise in a retail place, and (2)
to persons who will resell it by "rack", CD or otherwise in a retail place in
a package the re-seller provides.

  B.  This Grant is personal, and does not include any right to :
[1] sublicense or otherwise cause or permit others to distribute these
Programs, or [2] rent or lease the programs, or [3] sell any programs
as part of any hardware or other software package, without written
authorization from Apogee Software.

3. CONDITIONS:  As conditions of the Grant:


  A.  PACKAGING AND PROMOTION.  The Distributor will:

    (1)  Clearly market the Program as shareware, which requires (among other
things) using "try before you buy" or similar words on packaging for the
Programs.

    (2)  Design packaging to include the "Apogee" logo on the front cover of
the package. (We encourage the use of our 4 color logo).


    (3)  Include the distributor / re-seller name, address and phone number
on the packaging and in the documentation. This can be imprinted on the
package or may be in the form of a label affixed to the box, carton or folder.


    (4)  Any description of an Apogee released game included in a re-sellers
catalog, sales brochure, on special packaging or handouts, must include the
phrase " An Apogee Game", "Released by Apogee" or "Published by Apogee" if the
word count of the description is more than 14 words in length.

  B.  MANUFACTURING.  The Distributor will:

    (1)  Make distribution copies only after the programs on newly created
master diskettes have been thouroughly tested.  Always use high quality media
and duplication technology.

    (2)  Sell only the most current version of the programs.

    (3)  Distribute the complete Program in it's unaltered form, including all
of its related files (such as Apogee's on-disk catalog and order form files),
each in compressed or other format as released by Apogee.  Although it is not
recommended, distributors may install their own installation routines, provided
they do not interfere with the proper operation of the installation or program.

    (4)  Not remove any proper copyright or other intellectual property notices
contained in any Apogee program.  This includes those notices provided in text
files included with each Apogee program.

4.  TERM: The term of this Agreement is 3 years, unless terminated earlier by
Apogee upon notice.  Apogee Software Productions reserves the right to
terminate this agreement at any time, through the course of the term. The
Agreement may also be terminated by the re-seller with thirty (30) days advance
written notice. If the agreement is terminated "for cause", the re-seller must
immediately cease the distribution and sale of Apogee products, regardless of
any remaining inventories.

5.  MISCELLANEOUS

  C.  This Agreement (a) sets forth the entire understanding between the
parties with respect to its subject matter, and supersedes all prior
agreements, including those in any "Vendor.doc" or other on disk file; (b)
may not be modified, or amended and no provision hereof may be waived except
by a written document executed by all parties.

  B. The Distributor will hold the partners, contractors, employees and agents
of Apogee (and any successor company) harmless from damage, loss and expense
arising directly or indirectly from the Distributor's acts and omissions in
copying and distributing the Program.

  C.  THE PROGRAMS ARE PROVIDED "AS-IS".  NO WARRANTIES OF ANY KIND,
EXPRESSED OR IMPLIED, ARE MADE IN REGARD TO THE PROGRAMS OR THE MEDIA
CONTAINING THE PROGRAMS.  APOGEE WILL PROVIDE NO REMEDY FOR INDIRECT,
CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING FROM OPERATION OR
INSTALLATION OF THE PROGRAMS, INCLUDING SUCH FROM NEGLIGENCE, STRICT
LIABILITY, OR BREACH OF WARRANTY OR CONTRACT, EVEN AFTER NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES.

D.    Since Apogee would be irreparably damaged if the contents of this
Agreement were not specifically enforced, Apogee will be entitled without
bond, other security or proof of damages, to appropriate equitable remedies
with respect to breaches of such contents, in addition to such other remedies
as Apogee may have.

E.  In the event of any dispute, claim or action arising out of or relating
to this Agreement, the parties (1) irrevocably submit to the personal
jurisdiction and exclusive venue of the state and federal courts located in
Dallas, Texas; and (2) waive personal service of any summons, complaint or
other process and agree that service thereof may be made by certified or
registered mail to their respective addresses above or by such other means
pursuant to applicable law.

F.    All notices and other communications under this Agreement will be in
writing and given by hand delivery, fax, or postage prepaid certified return
receipt mail to the parties at their respective above addresses, or to such
other addresses as they may, respectively, furnish by such notice. All
communications will be effective upon receipt.

G.    ACCEPTANCE:

      Distribution of any one or more of Apogee's titles confirms agreement
with the terms & conditions as described within this document.

H.    LIMITATIONS:

  A.    This agreement refers to the distribution of the shareware versions
(episode 1) of the Apogee games and does not apply to non-shareware
(registered), commercial, low cost retail (LCR) programs or merchandise such
as wearing apparel, manuals or books.

  B:    Re-sellers, distributors and BBS operators will not distribute any
Apogee game that has been altered by a third party utility or level editor for
the sole purpose of providing additional levels, different levels, changed
characters or mazes.  Re-sellers and distributors will not distribute any third
party utilities designed to alter or modify any Apogee game, game level, game
episode or saved game.  Additional or changed levels of any Apogee game will
not be  advertised and / or distributed as "add-ons" or "extensions" to any
Apogee game product.


Program updates, recommended descriptions and "screen shots" will be provided
upon request, and are available in the re-seller / dealer conference of
Apogee's main BBS.


Important Note:

The contents, layout and format of this document are the copyrighted works of
Apogee Software Productions.