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EULA.txt
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Updated December 12, 2011
HAVOK LIMITED TERM EVALUATION LICENSE AGREEMENT
READ THE TERMS OF THIS EVALUATION LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE INSTALLING THE ACCOMPANYING SOFTWARE.
The Havok software (the "Software") and the accompanying documentation (the "Documentation") supplied (collectively, the "Product") are protected by United States, Irish and international copyright laws, and the copyrights and other intellectual property rights are owned by Telekinesys Research Limited (trading as Havok) 6-10, Suffolk St, Dublin 2, Ireland or its licensors. This license is granted (i) by Havok.com Inc., to customers based in the United States of America or (ii) by Telekinesys Research Limited to customers based outside the United States of America (both referred to herein as "Havok"). The Product is copyrighted and licensed (not sold). By installing the Software, you ("Licensee") are accepting and agreeing to the terms of this Agreement. If you are not willing to be bound by the terms of this Agreement, you should promptly return the Product within fourteen (14) days, and you will receive a refund of the amount you paid, if any.
1. OWNERSHIP. The Software (including any header files and demonstration code that may be included) and Documentation, and all associated copyrights and other intellectual property rights, are the property of Havok or its licensors. Licensee acquires no title, right or interest in the Product other than the license granted herein by Havok; all rights other than those specifically granted herein are reserved by Havok.
2. PROPRIETARY NOTICES. Licensee shall not remove any trademark, trade name, copyright notice or other proprietary notice from the Software or Documentation, and shall be responsible for the conservation of same on all copies of the Software and Documentation. Licensee may not reproduce any portion of the Software or Documentation, except as permitted by this Agreement.
3. LICENSE.
3.1 Limited License. Subject to the terms and conditions of this Agreement, and payment of the appropriate license fees (if any), Havok hereby grants to Licensee a nonexclusive, non-transferable, internal, limited license to evaluate the Product at Licensee's premises only. The Product is provided for internal evaluation, demonstration, prototyping, testing, and/or proof of concept purposes only; no commercial product development work is authorized under this Agreement, whether such developed software is used internally or distributed to end users.
3.2 Source Code. The source code of the Software (other than included header files and demonstration code) and design documentation are confidential and proprietary information and trade secrets of Havok, its suppliers and/or licensors.
4. COPY RESTRICTIONS AND OTHER RESTRICTIONS.
4.1 Copies. Licensee may make such reasonable number of copies of the Product as are necessary to exercise Licensee's rights under this Agreement, provided that such copies shall include all applicable copyright, trademark and other proprietary notices of Havok in accordance with Section 2 above.
4.2 Disclosure Restrictions. Licensee will not display or disclose the Product to third parties, rent, lease, loan, sublicense, modify, adapt, translate, reverse engineer, disassemble or decompile the Product or any portion thereof, or create derivative works of the Product even for purposes of interoperability or error correction. If Licensee desires information relating to the Software for purposes of achieving interoperability with independently created computer software, Licensee may make a written request to Havok for such information. Licensee shall promptly report to Havok any actual or suspected violation of this section and shall take further steps as may reasonably be requested by Havok to prevent or remedy any such violation.
5. U.S. GOVERNMENT END-USERS. US Government Rights. The technical data and computer software covered by this license is a “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
6. SUPPORT. Support services for the Software are available from Havok on a good faith basis for the term of this Agreement and may be requested by Licensee via the Havok support portal.
7. DURATION. This Agreement is effective from the date this Software is installed by Licensee and shall remain in force for a period of six (6) months, unless any other period is specified by Havok in writing (including email) and unless earlier terminated as provided for herein.
8. REPLACEMENT AND EXCLUSION OF WARRANTIES.
8.1 Warranty. Should the Product prove defective, the Licensee's sole remedy shall be to request a new copy of the Product from Havok that may be granted or withheld by Havok at its sole discretion.
8.2 Disclaimer. HAVOK SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR THE RESULTS OF USE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCT IS PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE SUITABILITY, QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH LICENSEE AND NOT WITH HAVOK. This disclaimer of warranty constitutes an essential part of this Agreement.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL HAVOK, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA, GOODWILL OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF FORESEEABLE OR IF HAVOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF HAVOK IS HELD LIABLE UNDER THIS AGREEMENT, HAVOK'S, ITS SUPPLIERS' AND LICENSORS' LIABILITY SHALL BE LIMITED TO THE PRICE PAID BY THE LICENSEE FOR THE PRODUCT SUPPLIED.
10. ASSIGNMENT. This Agreement and any rights granted hereunder may not be assigned, sub-licensed or otherwise transferred by Licensee to any third party without the prior written consent of Havok. Havok may assign or transfer its rights and obligations under this Agreement at any time without notice to or the consent of Licensee.
11. TERMINATION.
11.1 Termination. This Agreement and the license granted hereunder will terminate immediately if Licensee breaches any of the provisions of this Agreement. This Agreement and the license granted hereunder may be terminated by Havok at any time upon written notice to Licensee.
11.2 Effects of Termination. Upon termination of this Agreement and of the license granted hereunder, Licensee shall cease any further use of the Product, and must return to Havok or destroy, as requested by Havok, all copies of the Software and Documentation in any form in Licensee's possession or control.
11.3 Survival. The provisions of Sections 1, 2, 8, 9, and 11-16 and the definitions of this Agreement shall survive the termination of this Agreement (for any reason).
12. AMENDMENT; WAIVER. No modification or waiver of any provision of this Agreement shall be binding on either party unless specifically agreed upon in a writing signed by both parties. Any failure or delay by Havok to exercise or enforce any of the rights or remedies granted hereunder will not operate as a waiver thereof. No waiver by Havok of any breach of this Agreement will operate as a waiver of any other or subsequent breach.
13. SEVERABILITY. If any provision of this Agreement is found invalid or unenforceable, that provision will be reformed, construed and enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
14. LAW AND JURISDICTION. If Licensee is based in the United States of America, this Agreement will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. If Licensee is based outside the United States of America, this License Agreement is governed by the laws of the Republic of Ireland.
15. EXPORT ADMINISTRATION ACT. Licensee will not import, export or re-export the Product (or portion thereof) to or from any country in contravention of any applicable import or export laws. Havok will provide reasonable product information to assist Licensee in discharging its obligations under this section.
16. ENTIRE AGREEMENT. Licensee has read this Agreement and agrees to be bound by its terms, and further agrees that, unless the parties have entered into a signed development license agreement relating to the subject matter hereof (a "Signed Agreement"), this Agreement constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the subject matter hereof. If, however, the parties have entered into a Signed Agreement, to the extent of any inconsistency, such Signed Agreement shall take precedence over the terms of this Agreement. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party.
17. THIRD PARTY NOTICES. All trademarks used or referred to in the Havok products are property of their respective owners.