This Software License Agreement (the "Agreement") is a legal agreement between you, the end user (the "Licensee"), and Retro64, Inc. (Retro64). By continuing the installation of this program entitled Z-Ball, by loading or running the program, or by placing or copying this program onto your computer hard drive, computer RAM or other storage, you are agreeing to be bound by the terms of this Agreement.
1. SOFTWARE LICENSE
Retro64 hereby grants, and Licensee hereby accepts, a license to operate the Software provided hereunder in accordance with the following terms:
(a) Retro64 grants to Licensee a limited, non-exclusive, nontransferable, non-assignable royalty-free license to use one (1) copy of the executable (binary) code of the Software on one (1) CPU located on Licensee's premises.
(b) Except as otherwise expressly provided herein, all rights are exclusively reserved to Retro64. Licensee shall not rent, lease, sell, sublicense, assign, mortgage, pledge, or otherwise transfer or encumber the Software, including any accompanying Documentation and information. Licensee shall not reverse engineer, de-compile, or disassemble the Software except to the extent that this restriction is expressly prohibited by applicable law. Retro64 shall retain title and all ownership rights to the Software.
(c) The Software and related information is proprietary and confidential information of Retro64. Licensee agrees not to disclose or provide the Software, Documentation, or any related information (including the Software features or the results of use) to any third party or use the Software for any purpose other than expressly provided in this Agreement. However, Licensee may disclose confidential information in accordance with judicial or other governmental order, provided Licensee shall give Retro64 reasonable written notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Further, Licensee shall not be obligated to maintain the confidentiality of information which Licensee can prove: (i) is already known to Licensee without an obligation to maintain the same as confidential; (ii) becomes publicly known through no wrongful act of Licensee; (iii) is rightfully received from a third party without breach of an obligation of confidentiality owed to Retro64; or (iv) was independently developed by Licensee prior to receipt of the Software. This provision shall survive the termination or expiration of this Agreement with respect to any information that has not been made public by Retro64.
2. WARRANTY; DISCLAIMER OF WARRANTIES.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Retro64 FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Retro64, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS OPPORTUNITIES, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF Retro64 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
3. GOVERNING LAW; ATTORNEYS' FEES. This Agreement shall be governed by those laws of the State of Illinois which are applicable to agreements entered into and performed entirely within the State of Illinois. Licensee consents to exclusive jurisdiction by the state and federal courts sitting in the County of Kane, State of Illinois. If either Retro64 or Licensee employs or engages attorneys to enforce any rights arising out of or relating to this Agreement, or brings any claim against the other based in whole or in part upon the Software, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the other party.
4. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States government, its agencies and/or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Retro64, Inc.
5. EXPORT RESTRICTIONS. Licensee acknowledges that the Software licensed hereunder is subject to the export control laws and regulations of the USA, and any amendments thereof. Licensee confirms that with respect to the Software, it will not export or re-export it directly or indirectly, to: (i) any countries that are subject to USA export restrictions (currently including, but not necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North Korea, and Syria), (ii) any end user who Licensee knows or has reason to know will utilize the Product in the design, development or production of nuclear, chemical, or biological weapons; or (iii) any end user who has been prohibited from participating in the USA export transactions by any federal agency of the USA government. Recipient further acknowledges that the Software may include technical data subject to export and re-export restrictions imposed by USA law.
6. PARTIES BOUND. If Licensee is accepting the terms and conditions of this Agreement on behalf of a company, then the individual accepting this Agreement represents that he/she has authorization to accept on behalf of such company, also agrees that in addition to the applicable company, he or she will be personally bound by this Agreement, and agrees that the Software shall remain on the company premises, unless otherwise agreed in writing by Retro64.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE OR RAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE BETWEEN Retro64 AND YOU, IF ANY, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN Retro64 AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
