NETDRONE ENGINE END USER LICENSE AGREEMENT¶
Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of the NetDrone Engine and related content. By downloading or using this software or any related content, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not download or use this software or any related content.
Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 21.
If you are separately licensed by Origin Studio ('Origin') under a Custom License, certain terms of this Agreement do not apply to your Custom Products. Those terms are described below in Section 22.
1. License Grant¶
Origin grants you a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) license for a single User to use, reproduce, display, perform, and modify the Licensed Technology for any lawful purpose (the "License"). However, the rights that Origin grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.
The License becomes effective on the date you accept this Agreement or download the Engine Code or any Content. The License does not grant you any title or ownership in the Licensed Technology.
Allowed forms of Distribution and Sublicensing
You may only Distribute the Licensed Technology as follows:
- Distribution to end users - You may Distribute the Licensed Technology incorporated in object code format only as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology. The Product may not contain any Engine Tools or any Marketplace Content Distributed in uncooked source format.
- Distribution to other licensees - You may Distribute Engine Code (including as modified by you under the License) in Source Code or object code format, or any Content, to an Engine Licensee who has rights under its license to the same Version of the Engine Code or Content that you are Distributing.
- You also may Distribute Content to an Engine Licensee who is your employee or your contractor regardless of whether they have rights under their license to the same Content, but only to permit that Engine Licensee to utilize that Content in good faith to develop a Product on your behalf for Distribution by you under the License, and not for the purpose of Content pooling or any other Distribution or sublicensing of Content that is not permitted under this Agreement. Recipients of such a Distribution have a limited license to use, reproduce, display, perform, and modify that Content to develop your Product as outlined above, and for no other purpose.
- Distribution and sublicensing of Examples - You may Distribute or sublicense Examples (including as modified by you under the License) in Source Code or object code format to any third party. However, the rights in this Section 1(c) do not expand or modify your limited Distribution and sublicensing rights for Engine Code and Content (including as modified by you under the License) that are not Examples.
You are permitted to post snippets of Engine Code, up to 30 lines of code in length, online in public forums for the sole purpose of discussing the content of the snippet and not for the purpose of enabling non-Engine Licensees to use or modify any Engine Code, or to aggregate, recombine, or reconstruct any larger portion of the Engine Code.
You may not sublicense the Licensed Technology in Source Code format. You may not sublicense the Licensed Technology in object code format, or any Content, except to grant end users the ability to use, or to permit your publishers and distributors to market and Distribute, a Product that you Distribute as permitted in Section 1(a) above. This paragraph does not limit your rights to Distribute and sublicense Examples.
You may not combine, Distribute, or otherwise use the Licensed Technology with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Licensed Technology be governed under any terms other than those of this Agreement ("Non-Compatible License"). Code or content under the following licenses, for example, are prohibited: GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), or Creative Commons Attribution-ShareAlike License. Code or content under the following licenses, for example, are allowed: BSD License, MIT License, Microsoft Public License, or Apache License. You may not sublicense the Licensed Technology under a Non-Compatible License.
You may not engage in any activity with respect to the Licensed Technology, including as incorporated into a Product, (1) for any gambling-related activities or Products (as defined by law in the jurisdiction of use); (2) for operation of nuclear facilities, aircraft navigation, aircraft communication systems or air traffic control machines, or for military use in connection with live combat; (3) in violation of any applicable law or regulation; (4) in which the Licensed Technology is rented or leased; (5) that misappropriates any of Origin's other products or services; (6) in support of a claim by you or any third party that the Licensed Technology infringes a patent. You also may not sell or grant a security interest in the Licensed Technology.
2. User License¶
The Licensed Technology is licensed to you for use by a single User. The User may store the Licensed Technology on any of the User's computers, but the Licensed Technology cannot be shared with others (including any other employees or agents) except through a permitted Distribution as described above.
In order to access and download the Engine Code and Content, you must set up an Account. You may not share or allow others to use your Account. You are responsible for the security of your Account. For questions regarding your Account, please go to www.origin-studios.com.
Under the License, the User may use the Licensed Technology for as long as you comply with this Agreement. If you are a legal entity, references to "you" in this agreement also apply to the User in all cases. You are responsible for the User's compliance with this Agreement.
If you are an Academic Institution, the limitation to use by a single User does not apply with respect to the Licensed Technology. Instead, you may store the Licensed Technology on any of your computers, and you may allow all users of those computers to use the Licensed Technology (excluding any Marketplace Content) under the License. However, those users are not authorized under your License to Distribute or sublicense the Licensed Technology (including as incorporated in a Product) unless they obtain a License of their own.
3. New Versions and Content¶
During the term of your License, you will be entitled to access future Versions of the Engine Code and new Content that Origin chooses to make available to you. Origin does not have any obligation to make new Versions of the Engine Code or new Content available. Nor does Origin have any obligation to continue to make available for access or download any or all Versions of the Engine Code or Content. However, any Versions of the Engine Code and Content that Origin has made available to you, and for which you have accepted any applicable amendment to this Agreement as described in Section 21, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).
Origin does not have any support obligations with respect to the Licensed Technology under this Agreement. Support resources may be obtained at www.origin-studios.com.
5. Feedback and Contributions¶
If you provide Origin with any Feedback, Origin is free to use the Feedback however it chooses. If you make any Contribution available to Origin, you hereby assign to Origin all right, title, and interest (including all copyright, patent, and other intellectual property rights) in that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights are not effectively assigned under applicable law, you hereby grant Origin a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights may not be assigned or licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert all of those rights. However, you may continue to freely use any Feedback that you provide to Origin, and you may continue to use, in any manner consistent with the License, any Contribution that you make available to Origin.
You understand and agree that Origin is not required to make any use of any Feedback or Contribution that you provide. You agree that if Origin makes use of your Feedback or Contribution, Origin is not required to credit or compensate you for your contribution.
You represent and warrant that you have sufficient rights in any Feedback or Contribution that you provide to Origin to grant Origin and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.
6. Third Party Software¶
The Engine Code includes Third Party Software components. If Third Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for Third Party Software components can be found in the installation directory for each engine version. By entering into this Agreement and using Third Party Software, you are accepting the terms of those licenses. In this case, the Third Party Software terms will govern your use of the Third Party Software, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third Party Software. You agree that the owners of the Third Party Software are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Software.
Origin or its licensors own all title, ownership rights, and intellectual property rights in the Engine Code and Content. You own all rights in the Products you develop under the License, other than the Engine Code and Content, Third Party Software, and any Contributions. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise. Any attempted sublicense under this Agreement that is not consistent with the terms of this Agreement will be null and void.
8. Proprietary Notices and Attribution¶
You agree to retain and reproduce in all copies of the Licensed Technology the copyright, trademark, and other proprietary notices and disclaimers of Origin and third parties as they appear in the Engine Code and the Content.
Origin may use your trademarks, service marks, trade names, and logos used with any Product, as well as publicly released screen shots and video content from the Product, in connection with Origin's marketing, advertisement, and promotion of the NetDrone Engine in any and all media without restriction.
9. Hardware and Usage Data¶
You acknowledge that, as a default setting, the Engine Code will collect and send to Origin anonymous hardware and usage data from end users of Products. This functionality is used by Origin to improve the Engine Code. You may modify the Engine Code under the License to turn off that functionality in your Product, or you may include in your Product the capability for your end users to turn off that functionality in the Product.
10. Disclaimers and Limitation of Liability¶
The Licensed Technology, the Marketplace, and all other materials and information provided by Origin (the "Origin Materials") are provided on an "as is" and "as available" basis, "with all faults" and without warranty of any kind. Origin, its licensors and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Origin Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not Origin knows or has reason to know of that purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, Origin, its licensors, and its and their affiliates make no warranty that (1) any of the Origin Materials will operate properly, including as integrated in any Product, (2) that the Origin Materials will meet your requirements, (3) that the operation of the Origin Materials will be uninterrupted, bug free, or error free in any or all circumstances, (4) that any defects in the Origin Materials can or will be corrected, (5) that the Origin Materials are or will be in compliance with a platform manufacturer's rules or requirements, or (6) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason. Any warranty against infringement that may be provided in Section 2-312 of the Uniform Commercial Code or in any other comparable statute is expressly disclaimed. Origin, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Origin Materials. This paragraph will apply to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, neither Origin, its licensors, nor its or their affiliates, nor any of Origin's service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the Origin Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will Origin, its licensors, nor its or their affiliates, nor any of Origin's service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the Origin Materials, or the delay or inability to use or lack of functionality of the Origin Materials, even in the event of Origin's or its affiliates' fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if Origin or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
You agree to indemnify, pay the defence costs of, and hold Origin, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs, and expert witnesses' fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement (including, without limitation, any Distribution or sublicensing of the Licensed Technology in violation of this Agreement) or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Licensed Technology in violation of this Agreement (including without limitation any claim that the Licensed Technology infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the Origin Licenses, infringes any third party's intellectual property rights or other proprietary or personal rights (except to the extent of any claim that your authorized use of unmodified Engine Code or Content originally provided to you by Origin under this Agreement infringes any Republic of Korea patent, trademark or copyright), or (d) any federal, state, or foreign civil or criminal actions related to any Product. You agree to reimburse Origin on demand for any defence costs incurred by Origin and any payments made or loss suffered by Origin, whether in a court judgment or settlement, based on any matter covered by this Section 11.
If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs and expert witnesses' fees) that are the stated subject matter of the indemnification obligation above.
12. Export Compliance¶
You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Technology. You represent and warrant that you do not appear on any Republic of Korea list of prohibited or restricted parties (including the Specially Designated Nationals List).
13. Term and Termination¶
A. Term of the License. This Agreement will continue in effect unless terminated as described below.
B. Termination by Origin. Origin may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from Origin. Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under the Origin Licenses constitutes a material breach of this Agreement.
C. Termination for Patent Action. The Agreement will terminate automatically as of the date you commence any claim that the Licensed Technology infringes a patent, or otherwise support any claim by a third party that the Licensed Technology infringes a patent.
D. Effect of Termination. Upon any termination, the Origin Licenses will automatically terminate, you may no longer exercise any of the rights granted to you by the Origin Licenses, and you must destroy all copies of the Licensed Technology in your possession and cease distributing any Products developed under this Agreement. Within 30 days of termination, unless otherwise agreed by Origin, you must destroy all Products in your inventory.
E. No Refunds. Except to the extent required by law, all payments, fees and royalties are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
F. Surviving Provisions
Sections 5-7, 9-10, 13-15, and 19-23 will survive termination of this Agreement.
14. Governing Law and Jurisdiction¶
You agree that this Agreement will be deemed to have been made and executed in Republic of Korea, and any dispute will be resolved in accordance with the laws of Republic of Korea. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Court of Republic of Korea. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.
15. Class Action Waiver¶
You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Technology or this Agreement. You also agree not to seek to combine any action or arbitration related to the Licensed Technology or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
16. Republic of Korea Government End Users¶
The Licensed Technology and related documentation are "Commercial Items", consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation". The Licensed Technology is being licensed to Republic of Korea Government end users only as Commercial Items and with only those rights as are granted to other licensees (other than Academic Institutions) under this Agreement.
17. Independent Contractor¶
You and Origin are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.
18. Amendments of this Agreement¶
Origin may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next log in to your Account, access the Marketplace, or download additional Content or new Versions. You are not required to accept the amended Agreement. However, in order to continue accessing your Account or the Marketplace or to download or use additional Content or new Versions, you must accept the amended Agreement. By logging in to your Account, using the Marketplace, or downloading or using additional Content or a new Version, you hereby agree to be bound by the amended Agreement then most recently issued by Origin. If you do not accept the amended Agreement, you may not log in to your Account, access the Marketplace, download or use additional Content, or download or use any new Version that is made available by Origin contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your License for the Licensed Technology that you downloaded prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you.
Where this Agreement calls for notice from Origin, including written notice, Origin may provide notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide). Origin's notices to you will be effective when they are sent to that email address.
20. No Assignment¶
You may not, without the prior written consent of Origin, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. You also may not transfer your Account. Origin may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement. For clarity, you are not prohibited by Origin from assigning or transferring your rights in your Product, other than the Engine Code, Assets, and Contributions. Third Party Software assignment and transfer is governed by the terms of the applicable licenses.
As used in this Agreement, the following capitalized words have the following meanings:
"Academic Institution" means any educational institution such as, but not limited to, a university, college, or high school, as well as libraries.
"Account" means a user account with a unique ID and associated password selected by you, which enables you to download the Engine Code and Content under the License.
"Content" means any code, artwork, or other content that Origin makes available to you for use with the Engine Code.
"Contribution" means any code, whether in Source Code format or object code format, or any other information or content, that you make available to Origin by any means (e.g., via submissions to forums, wiki, or Origin’s source factory, or through email or otherwise). However, mere use of code or content with the Licensed Technology, without making that code or content available to Origin, does not constitute a Contribution.
"Custom License" means any agreement signed by you and Origin at any time, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the NetDrone Engine to develop one or more product(s).
"Custom Product" means a product developed pursuant to a Custom License.
"Distribute" means to provide or otherwise make a copy available, or to make its functionality available on a network.
"Engine Code" means the Source Code and object code of the NetDrone Engine, including any future Versions, as made available to you by Origin under this Agreement, and any object code compiled from that Source Code.
"Engine Licensee" means a third party who is separately licensed by Origin to use the Engine Code and Content.
"Engine Tools" means (a) editors and other tools included in the Engine Code; (b) any code and modules in either the Developer or Editor folders, including in object code format, whether statically or dynamically linked; and (c) other software that may be used to develop standalone products based on the Licensed Technology.
"Origin" means Origin Studio, Inc., located at Eun-Ah Building 201, 7-3, Eonnam 9-gil, seocho-gu, Seoul, Korea
"Origin Licenses" means the Client License and the Server License of the NetDrone Engine.
"Examples" means the Engine Code and Content made available by Origin in the Samples and Templates folders in the install directory or in the Content Examples projects available through the Marketplace.
"Feedback" means any feedback or suggestions that you provide to Origin regarding the Licensed Technology or the Marketplace.
"Licensed Technology" means any or all of the Engine Code and the Content, including as modified by you under the License.
"Product" means any product developed under this Agreement that is made using the Licensed Technology or that combines the Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used.
"Source Code" means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).
"Third Party Software" means third party software components included in the Engine Code.
"NetDrone Engine" means the proprietary computer software program known as the NetDrone Engine and any updates or upgrades to the program made available by Origin.
"User" means an individual user who uses a valid Account to access the Engine Code, Content, and the Marketplace. If you are an individual, "User" means you. For legal entities, "User" means the individual employee or agent through whom you are exercising rights under this Agreement.
"Version" means any updated or upgraded version of the Engine Code or a Content that Origin chooses to make available to the public.
"You," "your" or "yourself", whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you. For legal entities, "you," "your" and "yourself" include any entity that controls, is controlled by, or is under common control with you, where "control" means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.
22. Custom Licenses¶
Custom Licenses are not modified or otherwise affected by this Agreement. For Custom Products, the terms of your applicable Custom License will govern all matters (including royalties, notifications, Feedback, Contributions, trademarks, service marks, trade names, logos, screen shots, and video content related to those Custom Products) related to your use of the code, artwork, and content that are licensed to you under that Custom License, instead of the terms of this Agreement.
You may exercise your rights in Marketplace Content under this License in connection with Custom Products that are developed and Distributed under your Custom License as if they were Products developed and Distributed under the License. However, your exercise of those rights in connection with Custom Products is governed by and subject to the terms of this Agreement, including without limitation all obligations and limitations that apply to use of Marketplace Content in connection with Products, as well as all disclaimers, limitations of liability, and indemnification rights of Origin, whether related to Marketplace Content, Products, or otherwise. Despite this, no royalty is owed under this Agreement on Custom Products, but royalties may be owed on Custom Products under the terms of a Custom License.
As used in this Agreement, the defined term "Product" does not include Custom Products, and except as described above, the terms of this Agreement applicable to Products do not apply to Custom Products.
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Origin relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in Korean; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.
Any act by Origin to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Origin's obligations are subject to existing laws and legal process, and Origin may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.