PC Gamer 2.3/1996-04_-_Disc_2.3.bin/sirius/_setup.lib/LICENSE.TXT

Text File | 1995-12-18 | 10KB | 177 lines

                 MOTION PIXELS LICENSE AGREEMENT
                       Product ID MP640/95


READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY
BEFORE USING THE SOFTWARE CONTAINED IN THIS PACKAGE (THE
"SOFTWARE").  BY OPENING THE PACKAGE AND USING THE SOFTWARE, YOU
AND YOUR COMPANY (COLLECTIVELY, THE "LICENSEE") ARE ACCEPTING AND
AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT.  IF YOU OR YOUR
COMPANY ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, PLEASE
RETURN THE UNOPENED PACKAGE FOR A FULL REFUND OF ALL LICENSE FEES.

VARIOUS PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
PROTECT THE SOFTWARE.  THIS AGREEMENT IS A LICENSE AGREEMENT THAT
GIVES LICENSEE ONLY THE LIMITED RIGHT TO USE THE SOFTWARE AND IS
NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE.  MOTION PIXELS
COMPANY ("MOTION PIXELS") RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED
BY THIS AGREEMENT.

THIS AGREEMENT, TOGETHER WITH ANY PURCHASE ORDER RELATING TO THE
SOFTWARE THAT MOTION PIXELS MAY ACCEPT FROM LICENSEE, IS THE ENTIRE
AGREEMENT BETWEEN MOTION PIXELS AND LICENSEE RESPECTING THE
SOFTWARE AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN PROPOSALS,
AGREEMENTS OR COMMUNICATIONS RESPECTING ITS SUBJECT MATTER.

1.   DEFINITIONS.

     1.1  "Compressor" means the computer programs included among
the Software used to compress video images and other information.

     1.2  "Documentation" means all materials in written, computer
readable or other form containing information about the Software
that Motion Pixels may deliver to Licensee during the Term of this
Agreement.

     1.3  "Player" means the computer program included among the
Software used to replay video images and other information
compressed using the Compressor.

2.   LICENSE GRANT.  On the terms and conditions of this Agreement,
Motion Pixels grants to Licensee and Licensee accepts a personal,
nonexclusive license (a) to use the Software only in machine-readable
object code form on one computer at any time; (b) to use
the Player on as many additional computers as any purchase order
relating to the Software that Motion Pixels accepts from Licensee
may designate; (c) to use the Documentation in connection with
Licensee's use of the Software; and (d) to distribute the Player
(and allow the further redistribution of the Player) with any video
files compressed using the Compressor, but only as long as each
copy of the computer program, video presentation, or other work
that Licensee creates using the Compressor displays, at either its
beginning or its end, the Motion Pixels animated video logo
supplied with the distributed Software.

3.   PROPRIETARY RIGHTS AND RESTRICTIONS.  Licensee acknowledges
that the Software, all upgrades, enhancements, corrections and
modifications to the Software (regardless whether made by Motion
Pixels, Licensee or anyone else) and all patents, copyrights, trade
secrets, trademarks and other intellectual property rights
protecting or pertaining to any aspect of the Software (or any
upgrades, enhancements, corrections or modifications) are and shall
remain the sole and exclusive property of Motion Pixels and, where
applicable, Motion Pixels' suppliers.  Except as expressly set
forth in Section 2, Licensee has no right to use, make, sublicense,
modify, transfer, copy or distribute the Software and may make no
other use of the Software. Licensee shall not use the Software for
any type of Karaoke program or product. Licensee shall not use the
Compressor to compress in its entirety any film, motion picture,
television program or other work produced for presentation in movie
theaters, broadcast or cable television, video tape sale or rental
or any other means of commercial distribution of the above work, or
distribute copies of the Player with any such work. Licensee shall
not reverse-engineer, decompile, disassemble or otherwise translate
or attempt to derive source code from the Software or copy or use
any concepts, ideas or techniques demonstrated by the use of the
Software.  Licensee shall not remove, modify or obscure any patent,
copyright, trademark or other intellectual property notice that may
appear on any part of the Software and shall reproduce and include
all such notices in all copies of the Software.  Licensee shall
include trademark notices and acknowledgments of Licensee's use of
Motion Pixels, all in such form and content as Motion Pixels may
prescribe from time to time, in any title screens and packaging for
or documentation that may accompany any product or work that
Licensee may make using the Software.

4.   LIMITED WARRANTY.  Motion Pixels warrants that it owns or has
the contractual right to license the Software to Licensee.  Motion
Pixels also warrants that, in the form delivered to Licensee by
Motion Pixels, the Software shall perform substantially in
accordance with the Documentation for ninety days after Motion
Pixels delivers the Software to Licensee.  Motion Pixels' warranty
is conditioned upon Licensee's use of the Software in accordance
with the Documentation and other instructions provided by Motion
Pixels and shall be null and void if Licensee alters or modifies
the Software without Motion Pixels' prior written approval, does
not use the Software in accordance with the Documentation and
Motion Pixels' instructions, or if the Licensed Programs fail
because of any accident, abuse or misapplication.  As Motion
Pixels' sole liability and Licensee's sole remedy respecting the
Software's nonconformance with the limited warranty set forth in
this Section 4, Motion Pixels may at its option use reasonable
efforts to correct the Software to make it conform with the
specifications set forth in the Documentation, replace the Software
or return all license fees paid for the use of the Software upon
Licensee's return of all Software and Documentation.  MOTION PIXELS
DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL OPERATE
PROPERLY WITH ALL COMPUTER HARDWARE OR ALL COMPUTER SOFTWARE, THAT
THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, OR
THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

5.   NO OTHER WARRANTIES.  EXCEPT AS SET FORTH IN SECTION 4, MOTION
PIXELS IS PROVIDING THE SOFTWARE AND THE DOCUMENTATION "AS IS," AND
MOTION PIXELS SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES,
CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN) WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION INCLUDING
ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE (WHETHER OR NOT MOTION PIXELS KNOWS, HAS REASON
TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED
TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE
TRADE OR BY COURSE OF DEALING.  MOTION PIXELS ALSO EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY
PERSON OTHER THAN LICENSEE.

6.   LIMITATION OF LIABILITY.  MOTION PIXELS' CUMULATIVE LIABILITY
TO LICENSEE FOR ALL CLAIMS OF ANY NATURE RELATED TO THE SOFTWARE OR
DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING
ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, SHALL
NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES THAT LICENSEE MAY
PAY FOR THE USE OF THE SOFTWARE.  NEITHER MOTION PIXELS NOR ANY OF
ITS SUPPLIERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN
CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY
LOSS OF PROFITS EVEN IF MOTION PIXELS OR ANY SUPPLIER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

7.   EXCEPTION.  Some states' laws do not allow the disclaimer of
limited warranties or the exclusion or limitation of certain
damages.  To the extent that those laws apply to this Agreement,
the disclaimers and limitations set forth in Sections 5 and 6 will
not apply.  The limited warranty set forth in Section 4 grants
specific legal rights.  Licensee may have other rights which vary
from state to state.

8.   TERMINATION.  This Agreement will immediately and
automatically terminate without notice upon Licensee's failure to
comply with any of its terms or conditions.  Upon termination,
Licensee promptly shall destroy all copies of the Software and
Documentation in its possession and shall certify their destruction
to Motion Pixels' reasonable satisfaction.  Motion Pixels' rights
and Licensee's obligations under Section 3 and all warranty
disclaimers, limitations of liability and limitations of remedies
set forth in Sections 5 and 6 shall survive any termination of this
Agreement.

9.   TRANSFERS.  Licensee may transfer its rights under this
Agreement as long as (a) Licensee transfers this Agreement and all
copies of the Software and Documentation; (b) Licensee does not
retain any copies of the Software or Documentation; and (c) the
recipient agrees to all terms of this Agreement.  All transfers
must include the most recent version of the Software and all
previous versions and releases.


10.  MISCELLANEOUS.  The laws of the State of Arizona shall govern
this Agreement and its interpretation, without reference to
conflicts of laws principles.  Licensee consents to the
jurisdiction and venue of the Arizona Superior Court in Maricopa
County, Arizona or the United States District Court for the
District of Arizona as the exclusive forum for all disputes
concerning this Agreement or the Software.  The failure of either
party to enforce any provision of this Agreement shall not be
deemed a waiver of that provision or any other available right or
remedy.  The invalidity or unenforceability of any provision in
this Agreement shall not affect the validity or enforceability of
the rest of this Agreement.