TN Games...3rd Space Gaming Vest

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	License Agreement:	TN GAMES APPLICATION PROGRAMMING INTERFACE LIMITED USE LICENSE AGREEMENT-Web Based (TO ALLOW GAME TO ACTIVATE 3RD SPACE VEST) This Limited Use License Agreement (this "Agreement") is a legal agreement among you, the end-user, and Touch Networks, Inc. d/b/a TN Games ("TN Games"). Background: Subject to the terms of this license, TN Games is making its application programming interface software (the "TN Game Software") available to end users, game owners/licensors and game designers and developers, without charge, to enable those persons that have permission to access and modify a video or computer game, and the underlying software controlling such game, the ability to incorporate the TN Game Software into such games so as to allow TN Games proprietary force feedback vest gaming accessory marketed under the 3rd Space trademark (hereafter the 3rd Space Vest) to interact and function with such games, and thereby enhance the end users gaming experience. BY CONTINUING THE DOWNLOAD OR INSTALLATION OF THE TN GAME SOFTWARE, BY LOADING OR RUNNING THE TN GAME SOFTWARE, OR BY PLACING OR COPYING THE TN GAME SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, COMPUTER RAM, OR OTHER STORAGE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE AND UNDERSTAND THAT IN ORDER TO INCORPORATE THE TN GAME SOFTWARE INTO A GAME AND ENABLE THAT GAME TO WORK WITH THE 3RD SPACE VEST, YOU MUST HAVE THE FULL VERSION OF THE GAME YOU WANT TO USE INSTALLED ON YOUR COMPUTER, HAVE PERMISSION TO USE THE GAME AND INCORPORATE THE TN GAME SOFTWARE INTO SUCH GAME OR GAME CODE AND HAVE PURCHASED THE FULL VERSION OF THE 3RD SPACE VEST. 1. Grant of License. Subject to the terms and provisions of this Agreement and so long as you fully comply at all times with this Agreement, TN Games grants to you the non-exclusive and limited right to use the TN Game Software only in executable or object code form. The term "TN Game Software" includes all elements of the TN Game Software, including, without limitation, data files and screen displays. You are not receiving any ownership or proprietary right, title, or interest in or to the TN Game Software or the copyrights, trademarks, or other rights related thereto. For purposes of the first sentence of this Section, "use" means loading the TN Game Software into RAM and/or onto a computer hard drive, as well as installation of the TN Game Software on a hard disk or other storage device, and means the uses permitted in Sections 2 and 4 herein below. You agree that the TN Game Software will not be downloaded, shipped, transferred, exported or re-exported into any country in violation of the United States Export Administration Act (or any other law governing such matters) by you or anyone at your direction, and that you will not utilize and will not authorize anyone to utilize the TN Game Software in any other manner in violation of any applicable law. The TN Game Software shall not be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone or into any country who/that are prohibited, by applicable law, from receiving such property. In exercising your limited rights hereunder, you shall comply, at all times, with all applicable laws, regulations, ordinances, and statutes. TN Games reserves all rights not granted in this Agreement, including, without limitation, all rights to TN Games' trademarks. 2. Permission to Distribute Enhanced Game. Subject to the terms and provisions of this Agreement and so long as you fully comply at all times with this Agreement, TN Games grants to you the non-exclusive and limited right to incorporate the TN Game Software into software games (including both video and computer games) that you have permission to modify for the sole purpose of enabling such software games (the "Enhanced Game") to interface and function with the 3rd Space Vest. On all Enhanced Games that you have obtained the right to, and do, distribute, produce, copy or license to others, you agree to print and display cover art directly on each disk that prominently displays the TN Games and 3rd Space trademarks and logos so as to enable customers to recognize that the Enhanced Game is compatible with the 3rd Space vest. The format and trademark notices shall be subject to prior approval by TN Games. Such approval or rejection shall be provided within three business days of cover art being provided by you to TN Games for approval. During the term of this License Agreement, TN Games grants to you, a non-exclusive, nontransferable license to use the trademark "TN Games and 3rd Space" and the related logos, solely in connection with the distribution, advertisement, promotion and sale of the Enhanced Game in accordance with this Agreement. The Enhanced Game will continue to be owned by the copyright holder of such game and the TN Game Software will continue to be owned by TN Games, provided the copyright holder or exclusive licensee of such game will automatically acquire a non-exclusive, worldwide and royalty free license to the TN Game Software as incorporated into or part of the Enhanced Game and may re-license the Enhanced Game to others as part of such license rights, in all instances, solely for the purpose of enabling the Enhanced Game to work with the 3rd Space Vest. You shall not create any Enhanced Game that infringes against any third-party right or that is libelous, defamatory, obscene, false, misleading, or otherwise illegal or unlawful. You agree that the Enhanced Game will not be downloaded, shipped, transferred, exported, or re-exported into any country in violation of the United States Export Administration Act (or any other law governing such matters) by you or anyone at your direction, and that you will not utilize and will not authorize anyone to utilize the Enhanced Game in any other manner in violation of any applicable law. The Enhanced Game shall not be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country to which the United States has embargoed goods or to anyone or into any country who/that are prohibited, by applicable law, from receiving such property. You shall not rent, sell, lease, lend, offer on a pay-per-play basis, or otherwise commercially exploit or commercially distribute the TN Games Software. You are permitted to use and to distribute the Enhanced Game to distributors or end-users so long as such distribution is not infringing against any third-party right and otherwise is not illegal or unlawful and so long as the Enhanced Game is not being used to operate or interface with devices owned by or licensed from others that are comparable to or competitive with the 3rd Space Vest. As noted below, in the event you commit any breach of this Agreement, your license and this Agreement automatically shall terminate, without notice. 3. Prohibitions with Regard to the TN Game Software. You, whether directly or indirectly, shall not do any of the following acts: a. rent the TN Game Software; b. sell the TN Game Software; c. lease or lend the TN Game Software; d. distribute the TN Game Software (except as permitted under Section 4 hereinbelow); e. in any other manner and through any medium whatsoever commercially exploit the TN Game Software or use the TN Game Software for any commercial purpose other than to permit the interface of the Enhanced Game with the 3rd Space Vest; f. disassemble, reverse engineer, decompile, modify (except as permitted under Section2 hereinabove) or alter the TN Game Software; g. translate the TN Game Software; h. reproduce or copy the TN Game Software (except as permitted under Section 4 hereinbelow); i. publicly display the TN Game Software; j. prepare or develop derivative works based upon the TN Game Software; k. utilize or modify the TN Game Software to enable it to work or interface with devices comparable to or competitive with the 3rd Space Vest; l. remove or alter any notices or other markings or legends, such as trademark or copyright notices, affixed on or within the TN Game Software; or m. remove, alter, modify, disable, or reduce any of the anti-piracy measures contained in the TN Game Software. 4. Permitted Copying. Subject to the terms and conditions of this Agreement, you may: (i) download one (1) copy of the TN Game Software or copy the TN Game Software from the CD ROM on which you received your copy of the TN Game Software onto your computer RAM; (ii) copy the TN Game Software from your computer RAM onto your computer hard drive; and (iii)make one (1) "backup" or archival copy of the TN Game Software on one (1) hard disk. In exercising your limited rights hereunder, you shall comply at all times with all applicable laws, regulations, ordinances, and statutes. You shall not distribute the TN Game Software commercially unless you first enter into a separate contract with TN Games, on terms and conditions determined in TN Games' sole discretion, and only upon your receipt of a written agreement executed by an authorized officer of TN Games. 5. Intellectual Property Rights. The TN Game Software and all copyrights, trademarks, and all other conceivable intellectual property rights related to the TN Game Software are owned by TN Games and are protected by United States copyright laws, international treaty provisions, and all applicable law, such as the Lanham Act. You must treat the TN Game Software like any other copyrighted material, as required by 17 U.S.C. 101 et seq. and other applicable law. You agree to use your best efforts to see that any user of the TN Game Software licensed hereunder or any user of the Enhanced Game complies with this Agreement. You agree that you are receiving a copy of the TN Game Software by limited license only and not by sale and that the "first sale" doctrine of 17U.S.C. 109 does not apply to your receipt or use of the TN Game Software. This Section shall survive the cancellation or termination of this Agreement. 6. NO TN GAMES WARRANTIES. TN GAMES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT, WITH RESPECT TO THE TN GAME SOFTWARE, THE TN GAME SOFTWARE IMAGES, AND OTHERWISE. THE TN GAME SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY. TN GAMES DOES NOT WARRANT THAT THE TN GAME SOFTWARE OR THE OPERATION OF THE TN GAME SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE TN GAME SOFTWARE WILL MEET YOUR SPECIFIC OR SPECIAL REQUIREMENTS. ADDITIONAL STATEMENTS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES BY TN GAMES AND SHOULD NOT BE RELIED UPON. This Section shall survive the cancellation or termination of this Agreement. 7. Governing Law, Venue, Indemnity, and Liability Limitation. This Agreement shall be construed in accordance with and governed by the applicable laws of the State of Washington (but excluding conflicts of laws principles) and applicable United States federal law. Except as set forth below, exclusive venue for all litigation regarding this Agreement shall be in King County, Washington, and you agree to submit to the jurisdiction of the federal and state courts in King County, Washington, for any such litigation. You hereby agree to indemnify, defend and hold harmless TN Games and TN Games' officers, employees, directors, agents, licensees (excluding you), sub-licensees (excluding you), successors, and assigns from and against all losses, lawsuits, damages, causes of action, and claims relating to and/or arising from the Enhanced Game or the distribution or other use of the Enhanced Game or relating to and/or arising from your breach of this Agreement. You agree that your unauthorized use of the TN Game Software, or any part thereof, immediately and irreparably may damage TN Games such that TN Games could not be adequately compensated solely by a monetary award, and in such event, at TN Games' option, that TN Games shall be entitled to an injunctive order, in addition to all other available remedies, including a monetary award, to prohibit such unauthorized use without the necessity of TN Games posting bond or other security. IN ANY CASE, TN GAMES AND TN GAMES' OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, AGENTS, LICENSEES (EXCLUDING YOU), SUB-LICENSEES (EXCLUDING YOU), SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES ARISING FROM ANY ALLEGED CLAIM FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHER LEGAL THEORY EVEN IF TN GAMES OR ITS RESPECTIVE AGENT(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR LIABLE FOR ANY CLAIM BY ANY OTHER PARTY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Section shall survive the cancellation or termination of this Agreement. 8. United States Government Restricted Rights. To the extent applicable, the United States Government shall have only those rights to use the TN Game Software as expressly stated and expressly limited and restricted in this Agreement, as provided in 48 C.F.R. 227.7201 through 227.7204, inclusive. 9. General Provisions. Neither this Agreement nor any part or portion hereof shall be assigned or sublicensed by you. TN Games may assign its rights under this Agreement in its sole discretion. Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a court of competent jurisdiction, the validity and enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable by a court of competent jurisdiction, you agree to a modification of such provision to provide for enforcement of the provision's intent, to the extent permitted by applicable law. Failure of TN Games to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. IMMEDIATELY UPON YOUR FAILURE TO COMPLY WITH, OR YOUR BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT, YOUR LICENSE GRANTED HEREIN AND THIS AGREEMENT AUTOMATICALLY SHALL TERMINATE, WITHOUT NOTICE, AND TN GAMES MAY PURSUE ALL RELIEF AND REMEDIES AGAINST YOU THAT ARE AVAILABLE UNDER APPLICABLE LAW AND/OR THIS AGREEMENT. Immediately upon termination of this Agreement, any and all rights you are granted hereunder shall terminate, you shall have no right to use the TN Game Software or the Enhanced Game, in any manner, you immediately shall destroy all copies of the TN Game Software and the Enhanced Game in your possession, custody, or control, and all rights granted hereunder shall revert, without notice, to and be vested in TN Games. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover from the other Party reasonable attorney's fees and other costs incurred in that action or proceeding. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND YOU UNDERSTAND THAT, BY CONTINUING THE DOWNLOAD OR INSTALLATION OF THE TN GAME SOFTWARE, BY LOADING OR RUNNING THE TN GAME SOFTWARE, OR BY PLACING OR COPYING THE TN GAME SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, COMPUTER RAM, OR OTHER STORAGE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN, SEPARATE AGREEMENTS, IF ANY, BETWEEN ID AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS, OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS, IF ANY, BETWEEN ID AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. If you do not agree to the terms of this Limited Use License Agreement, then you may not use or access the TN Games Software and must exit the TN Games application/registration process, website or portal.
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