path: root/licenses/TGE

Torque Game Engine SDK

End User License Agreement (EULA)

TERMS OF SERVICE

The use of the Garagegames.com software product ("Software") is governed by a license 
agreement (the "Agreement"). You must read and agree to the license agreement terms 
BEFORE installing the Software to your hard drive or using the Software in any way. If 
you do not agree to the license terms, do not download, install or use the Software. It 
is important that you print out a copy of the applicable product license(s) on your date 
of acquisition as a record of the governing terms and conditions. Please make copies for 
all those in your organization who need to be familiar with the license terms.

BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE SOFTWARE, THE INDIVIDUAL OR 
ENTITY ACCESSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND BECOME A 
PARTY TO THIS AGREEMENT AS A LICENSEE. IF THE INDIVIDUAL OR ENTITY DOES NOT AGREE TO ALL 
OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, 
AND THE INDIVIDUAL OR ENTITY MUST NOT INSTALL OR USE THE SOFTWARE

1. LICENSE AGREEMENT

This sets forth the entire agreement between Garagegames.com, Inc. ("Licensor") and the 
Licensee relating to the use of the Software source code downloadable from the Licensor 
website, www.garagegames.com ("Website").

2. LICENSE GRANT.

Licensor grants Licensee a limited non-exclusive and non-transferable license to 
reproduce and use only for purposes of making source code and object code for electronic 
single or multi-player games ("Games"), the Torque Game Engine code version of the 
Software. This license does not entitle Licensee to receive from Licensor hard-copy 
documentation, technical support, telephone assistance, or enhancements or updates to 
the Software. Licensee may not redistribute, transfer, sublicense or sell the Software 
or exploit the Software in any other manner than as expressly allowed in this Agreement.

    (a) Licensee may publicly sell, distribute, release, publish and/or transmit any 
Games created hereunder or otherwise exploit the Software.

    (b) Licensee may distribute free demos of the Games through third party distribution 
channels. Free games may be distributed from Licensee�s own web site.

    (c) Accredited public education institutions may use the Software for non-commercial 
applications and educational activities with written permission from the Licensor.


3. RESTRICTIONS.

The following restrictions apply to the use of this Software:

    (a) Licensee may not: (i) modify or create any derivative works of the Software, 
including translations or localizations, other than the Games; (ii) reverse engineer, or 
otherwise attempt to derive the algorithms for the Software (except to the extent 
applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, 
sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) 
remove or alter any trademark, logo, copyright or other proprietary notices, legends, 
symbols or labels in the Software.

    (b) Licensee may not use the Software in whole or in part to create products for 
competing game publishing companies, commercial websites, or any other commercial or 
non-commercial entity, whether public or private if the sum of the annual revenue of the 
Licensee and publishing entity exceeds $500,000, without obtaining a COMMERCIAL LICENSE 
from the Licensor.

    (c) Licensee may not distribute the source code to the engine in any manner, unless 
recipient also has a license to the Software.


4. FEES.

The license fee is the current price indicated on the GarageGames website.

5. TERMINATION.

Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee 
breaches any of its terms and conditions. Upon termination, Licensee shall destroy all 
copies of the Software and all Games containing the Software.

6. PROPRIETARY RIGHTS/USES OF GAMES.

The following restrictions apply to games submitted for publication:

    (a) Except as expressly licensed hereunder, all rights in the Software remain the 
sole and exclusive property of Licensor or its licensors. Licensee acknowledges such 
ownership and intellectual property rights and will not take any action to jeopardize, 
limit or interfere in any manner with Licensor�s or its licensor�s ownership of or 
rights with respect to the Software. The Software is protected by copyright and other 
intellectual property laws and by international treaties.

    (b) Commercial use of the Software for applications other than Games may be 
permitted with the written permission of the Licensor, and subject to a separate 
agreement.

    (c) On-line subscription revenue based games may be created with the Software by the 
Licensee.


7. DISCLAIMER OF WARRANTY.

THE SOFTWARE IS PROVIDED FOR A SMALL CHARGE, AND, THEREFORE, ON AN "AS IS" BASIS, 
WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ENTIRE RISK 
AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS THE RESPONSIBILITY OF LICENSEE. 
SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS 
SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS 
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE 
SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. This disclaimer may not 
apply to you if you reside a jurisdiction that does not recognize such disclaimers.

8. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS 
SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL 
DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT 
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR 
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE 
POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR 
OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR�S ENTIRE LIABILITY UNDER 
ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES 
LICENSEE PAID FOR THIS LICENSE (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION 
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION 
MAY NOT BE APPLICABLE. LICENSOR IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF 
CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS INCORPORATED WITH THE SOFTWARE 
AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

9. LICENSEE�S REPRESENTATIONS, WARRANTIES & INDEMNIFICATION.

Licensee warrants, covenants and represents that (a) the Games do not contain any 
libelous or otherwise unlawful material or violate any personal, proprietary or 
contractual right of any person or entity and the Games will be free and clear of all 
claims of any kind now known or later discovered, including without limitation copyright 
or trademark infringement, trade secret violations, publicity or privacy rights 
infringements, failure to pay or breach of contract; (b) the Games are unique, were and 
will be created solely by Licensee (and/or its employees) and contain no unlicensed 
third party materials; (c) Licensee will not violate any third party agreements or 
relationships by entering into this Agreement or creating or transferring full ownership 
of the Games to Licensor hereunder; (d) no further payments or agreements are required 
for Licensor�s use of the Games as authorized hereunder; and (e) Licensee has full right 
and power to enter into this Agreement.

Licensee shall defend, indemnify and hold harmless Licensor, its parent, subsidiaries, 
affiliated companies and partners and their respective officers, directors, employees 
and agents from and against any and all liabilities, damages, costs and fees (including 
reasonable attorney�s fees) resulting from or relating to: (i) any third party claims or 
lawsuits related to the Games and assignment of intellectual property ownership 
hereunder; (ii) any third party claims or lawsuits related to any and all obligations 
Licensee has undertaken to perform hereunder; or (iii) a breach of any representations 
and warranties Licensee has made hereunder. Such indemnification obligation of Licensee 
is conditioned upon Licensor immediately notifying Licensee in a writing that sets forth 
with specificity the claim or action to which such indemnification obligation applies. 
Licensee will have the right to control the defense of each such claim and any lawsuit 
or proceeding arising therefrom. In no event will Licensee settle any such claim or 
lawsuit or proceeding arising therefrom without the prior written approval of Licensor.

10. MISCELLANEOUS.

This Agreement may be amended only by a writing signed by both parties. Except to the 
extent applicable law, if any, provides otherwise, this Agreement shall be governed by 
the laws of the State of Oregon, U.S.A., excluding its conflict of law provisions. 
Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting 
any dispute relating to intellectual property rights) shall be subject to final and 
binding arbitration in Lane County, Oregon, with the losing party paying all costs of 
arbitration. This Agreement shall not be governed by the United Nations Convention on 
Contracts for the International Sale of Goods. If any provision in this Agreement should 
be held illegal or unenforceable by a court having jurisdiction, such provision shall be 
modified to the extent necessary to render it enforceable without losing its intent, or 
severed from this Agreement if no such modification is possible, and other provisions of 
this Agreement shall remain in full force and effect. A waiver by either party of any 
term or condition of this Agreement or any breach thereof, in any one instance, shall 
not waive such term or condition or any subsequent breach thereof. The provisions of 
this Agreement which require or contemplate performance after the expiration or 
termination of this Agreement shall be enforceable notwithstanding said expiration or 
termination. Licensee may not assign or otherwise transfer by operation of law or 
otherwise this Agreement or any rights or obligations herein. This Agreement shall be 
binding upon and shall inure to the benefit of the parties, their successors and 
permitted assigns. Neither party shall be in default or be liable for any delay, failure 
in performance (excepting the obligation to pay) or interruption of service resulting 
directly or indirectly from any cause beyond its reasonable control. The relationship 
between Licensor and Licensee is that of independent contractors and neither Licensee 
nor its agents shall have any authority to bind Licensor in any way. If any dispute 
arises under this Agreement, the prevailing party shall be reimbursed by the other party 
for any and all legal fees and costs associated therewith. Licensor may use Licensee�s 
name in connection with the Game and in any customer reference list or in any press 
release issued by Licensor regarding the licensing of the Software and may provide 
Licensee�s name to third parties.

11. LICENSEE OUTSIDE THE U.S.

If Licensee is located outside the U.S., then the provisions of this Section shall 
apply. Licensee is responsible for complying with any local laws in its jurisdiction 
which might impact its right to import, export or use the Software, and Licensee 
represents that it has complied with any regulations or registration procedures required 
by applicable law to make this license enforceable. The language of this Agreement is 
English.