May 5, 2011.
This Agreement is made by and between the CarX Technologies, hereinafter referred to as «Licenser», on the one part, and the «Licensee, on the other part.
Whereas, Licenser is the holder of property rights for the computer program «CarX (Interactive Car Physics)» and pursuant to c.4 of the Civil Code of the Russian Federation, has all required rights and the authority to conclude this Agreement;
Whereas Licensee is the developer of a computer program. Whereas Licensee intends to use the computer program «CarX (Interactive Car Physics)», which is owned by Licenser, in development of the above said Licensee’s program,
NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
The electronic version of the Agreement, as well as e-mail correspondence between the Parties is legally valid. Licenser’s e-mail address: email@example.com
1 Terms and definitions
1. Terms, used in this Agreement have the following meanings unless otherwise is expressly stated in the text:
- «Parties» – Licenser and Licensee, who concluded this Agreement.
- «Computer program» – objective form of representation of pooled data and commands, which are intended for operation of electronic computers and other computer devices for the purpose of getting a certain result. Computer program also means preparatory materials, which were obtained in the course of its development, as well as audiovisual materials it creates. In this Agreement terms “program”, “software product” have the same meaning as “computer program”.
- «CarX program» – is a computer program, called «CarX (Interactive Car Physics)», which is intended for automotive physics modeling. The program receives input parameters of a car – position in space, center-of-mass velocity, rotational speed, parameters of a suspension, tires, etc. It performs integration of these parameters at a specified period of time, and returns updated car parameters. Unless otherwise is expressly stated in the text, the term «CarX program» is used to denote the program «CarX (Interactive Car Physics)» as a whole, as well as its separate components and accompanying instruction manuals.
- «Products» – the same as the CarX program.
- «Game» – a single computer program, which is being developed by the Licensee. The term «Game» also includes free demo versions of the Game, at any stage of its development, and all versions of the Game, which are produced in different languages, including under other titles, unless they contain other differences from the original version. Any other software products, sequels and extensions of the Game with the same or similar name, united by genre, subject, plot, character, graphic design, user interface, player’s objectives, which are created and used as separate independent computer programs (except for game patches, which correct errors, identified in the current version of the Game) are not considered to be the Game for purposes of this Agreement, and use of CarX program during their development requires additional written consent of Licenser.
- «Integration» – inclusion of dedicated elements of the CarX program into another program by way of adaptation or by any other way allowed and provided for.
- «Error» – any defect or bug in work of the computer program (software product).
- Territory. In this Agreement Territory is understood as the territory of all countries of the world in case of use of Games and add-ons to them, which were developed in accordance with conditions of this Agreement.
- Language. Language means an official language of a country, which is included into the term Territory in this Agreement.
- Configuration. CarX ( CarX logo in project) Configuration of the CarX program without the source code, with no possibility to use it without adding the CarX logo into the Game loading screen.
- Descriptions of other configurations can be found on the webpage http://www.carx-tech.com/compare-car-physics-engine-eng and can be changed by Licenser unilaterally. Terms of licensing of any configuration become valid only upon signature of Appendix hereto, with specification of configuration parameters.
2 Subject of Agreement
- Licenser grants, and Licensee accepts non-exclusive proprietary rights of use of the CarX program during the term of this Agreement for a fee, which shall be paid by Licensee. The volume of granted rights is additionally specified in this Agreement.
- Licensee is entitled to use the Game, developed by it to the extent, specified in p.2 of art.16 of the Russian Law «On copyright and related rights», including the right of sublicense issue and the right of lease of Games, transfer rights of copying and distribution of copies (on-line as well as on tangible media), as well as independently or with the assistance of third parties copy and distribute (on-line as well as on tangible media) the Game, developed by it, on any Territory in any language and for an unlimited time, subject to other restrictions, stipulated by the present Agreement.
- Rights for the CarX program, which are not expressly granted under this Agreement, are deemed to be not granted to Licensee and are reserved by Licenser
- Use of the CarX program in any other ways, for other purposes, in other place, by other persons, apart from those expressly authorized by this Agreement, is allowed only with written consent of Licenser and shall be documented as a separate written agreement of the Parties or by a separate written agreement of Licenser with named third parties
- Executable part of the program is supplied as the object library and cannot be modified or disassembled, source files comes only for module interface.
3 Rights and obligations of Parties
- Licenser undertakes to send to the electronic address of Licensee the electronic copy of the CarX program, within 10 (ten) business days following signature of this Agreement and receipt of the fee on the account of Licenser. The fee amount is specified in p. 4.1.
- Licenser undertakes to ensure technical support of the CarX program in accordance with technical support provisions. Description of technical support provisions is given in Appendix hereto.
- Licensee is entitled to use the CarX program solely in the volume and by ways, which are specified in this Agreement.
- Unless otherwise is expressly specified in this Agreement or other written agreement between the Parties, Licensee has no rights to do the following, without written consent of Licenser:
- Assign or transfer the right of CarX program use (as such) to third parties;
- perform decompillation of CarX program modules;
- make changes or additions to the CarX program, which are not provided for by accompanying technical documents, Licenser’s consultations, or this Agreement;
- use the CarX program for creation of software products, development, copying, distribution or use of which contradicts with requirements of Russian laws;
- use the CarX program in any other ways, which are not provided for by this Agreement.
- Shall Licensee break restrictions, named in p 3.4, Licenser is entitled to terminate this Agreement at any time and claim inflicted damages, including loss of expected profit.
- Parties undertake to cooperate in the sphere of information policy and advertising, on the terms below:
- Promote maintaining of favorable attitude of Third parties to another Party and its business (software products), prevent actions or statements, which can hinder successful promotion of products of another Party on the market or injure its reputation.
- Licenser has the right to show at his website www.carx-tech.com the name of Licensee and names of its Products, created on the basis of the CarX program, in the form, which is agreed with and authorized by Licensee.
- On condition that terms and restrictions, specified in this Agreement, are observed, Licenser grants to Licensee the following non-exclusive rights of CarX program use:
- Licensee has the right to install the CarX program on several personal computers (work places) at its own discretion. Herewith, Licensee has no right to give or otherwise make the CarX program available to persons, who are not Licensee’s employees, without written consent of Licenser.
- Licensee is entitled to integrate into the Game it developed, dedicated components of the program. Licensee undertakes to perform such integration, using efforts of its own workers. Integration of CarX program components by other persons, in other place, or on other equipment is allowed only with written consent of Licenser and shall be executed as an additional agreement of the Parties. Integration of CarX program components into other software products, apart from the Game, is allowed only under a separate written agreement of the Parties.
- Upon expiration of the term of Agreement or its termination, Licensee shall uninstall the CarX program, erase from hard disc drives all available copies of the CarX program and return to Licenser all copies of the program on removable media.
- On condition that terms and restrictions, specified in this Agreement are observed, and on condition that the fee is paid to Licenser in the amount and within the period, specified in this Agreement, Licenser shall grant to Licensee the following non-exclusive rights of CarX program use:
- the right to publish (copy) and distribute in any way without limitation as to the number of copies integrated components of the CarX program as part of the Game on territories of all countries of the world and in any languages (right to translate) for the period of duration of copyright.
4 Mode of settlements
- The total amount of Licenser’s fee is:
Prices for different versions of the CarX program are given on the page of the website http://www.carx-tech.com/compare-car-physics-engine-eng in US dollars.
- All payments under this Agreement are made via http://www.avangate.com payment partner.. The date of payment is the date on which money are charged from the Licensee’s account.
- In case of early termination of this Agreement by Licensee at its initiative, payments, which were made by the moment of termination, are not subject to recalculation and refund.
- In case of refusal to use or actual non-use of rights, obtained and paid for under this Agreement, by Licensee, no recalculation shall be made, and Licenser shall not refund to Licensee the cost of these rights.
- All fee amounts, which shall be paid to Licenser, are specified in paragraph 4.1. The specified fee shall be paid to Licenser in full volume. All duties, conversion costs, banking services payments shall be incurred by Licensee. The date of payment is the date on which the money is charged from the Licensee’s account.
5 Intellectual property rights
- All exclusive proprietary copyrights, patent rights, trademark rights, service marks and all other intellectual property rights for the CarX program, which belong to Licenser, and which are not expressly granted under this Agreement and are legally protected, including rights for original technologies, used in it and the right to permit publishing and distribution of the CarX program separately from the Game, are reserved by Licenser.
- Licenser disclaims rights for the Game, with the exception of rights for CarX program components, integrated into the Game.
- The parties agree to consider as confidential information (and to the extent, permissible by applicable laws – as commercial secret) the information, which is given by one of the Parties («Disclosing Party») to another Party («Receiving Party»), with specification of its confidentiality, and the information, confidentiality of which is directly specified in this Agreement. Each of the Parties undertakes to use confidential information of another Party solely as part of fulfillment of its obligations hereunder.
- Confidential information includes, without limitation: source code and the interface of the CarX program, the content of business correspondence and negotiations between the Parties, any specific qualitative information, related to business of any of the Parties.
- The Receiving Party undertakes not to disclose (i.e. not to make available to any third parties, except when these parties have required authority in accordance with express indication of laws) confidential information of the Disclosing Party. This obligation shall be fulfilled by the Receiving Party during the period of this Agreement, as well as during 5 (five) years following its expiration or early termination.
- The information shall not be deemed confidential, if it meets one of the following conditions:
- it is already known to Receiving Party;
- it is a technical solution, which is used during integration of the CarX program into the Game.
- it is or becomes known to an indefinite number of persons due to incorrect or careless or deliberate action of the Disclosing Party;
- was legally received from a third party;
- there is written consent of the Disclosing Party for use of such information;
- was disclosed on the instruction of an authorized governmental body in accordance with a requirement of an applicable law.
- The Receiving Party bears full responsibility to the Disclosing Party in relation to preservation of information confidentiality for actions of all its staff, non-staff and former employees, who have or had actual access to confidential information of the Disclosing Party.
- Independently of other conditions and restrictions, provided for by this Agreement, the Receiving Party undertakes to compensate to the Disclosing Party for all damages, inflicted by disclosure of confidential information by the Receiving Party in violation of items 6.1 and 6.2 hereof.
7 Guarantees and responsibilities of Parties
- Licenser is not responsible for losses, suffered by Licensee in the result of the CarX program use.
- Licenser does not guarantee workability of the CarX program, if data, which are different from those specified in the documents, or close to marginal, are entered into it.
- Licenser does not guarantee interoperation of the CarX program with software and/or hardware, used by Licensee.
- In case Licensee buys such configuration, as CarX logo in project Licensee guarantees, that each copy of a Game it developed, which is intended for distribution, including demo versions, will have an indication, in the form as agreed with Licenser, that this software product was created with the use of the CarX program.
- Shall Licensee become aware of violation of Licenser’s rights for the CarX program by third parties, it shall notify Licenser immediately.
- In case of violation of Licenser’s rights for the CarX program by Third parties, Licenser has the priority right for the court action in relation to persons, who illegally use the CarX program. Shall Licenser notify Licensee in writing about its refusal to take the court action hereunder, licensee has the right to take the court action in relation to such persons.
- Shall court or arbitration proceedings be initiated against Licensee, based on a claim that there is violation of property or non-property rights for the CarX program, Licenser undertakes to speak in arbitration or judicial authorities in favor of Licensee, provide all available information and compensate for all associated losses and litigation costs of Licensee.
- The property liability of Licenser, independently of its grounds, is limited to the sum of money, which was actually paid by Licensee for rights granted to it hereunder.
- In case of a judicial dispute between the Parties, it should be handled in Moscow.
No sales reports for the Game are required from Licensee.
9 Duration and procedure for termination of this Agreement
- This Agreement comes into force following its signature.
- Article 5- Confidentiality and article 6 - Intellectual property rights of this Agreement continue in force after termination or expiration of this Agreement to the extent of provisions, contained in these Articles.
- Shall Licensee fail to observe terms and restrictions, contained in this Agreement, Licenser has the right to terminate this Agreement at any time without prejudice to any of its rights, and claim inflicted damages, including loss of expected profit, i.e. conditions, stipulated by paragraph 3.4 of this Agreement.
- Licenser may not terminate this Agreement at its own discretion if Licensee observes all terms and restrictions, contained herein.
- Shall this Agreement be terminated through Licensee’s fault, or expire, all rights, granted hereunder, immediately and without any additional notification return to Licenser, unless otherwise is expressly specified in this Agreement.
- In case of early termination of this Agreement through the Licensee’s fault, Licensee undertakes to immediately and in full volume exclude from Games all integrated components of the CarX program.
- Following early termination of this Agreement, Licensee undertakes to uninstall the CarX program, remove from hard disc drives all copies of the CarX program, return to Licenser all copies of this program on removable media and stop assigning rights for the Game with integrated components of the CarX program, as well as selling of the Game and production of Game copies with integrated components of the CarX program.
- Restrictions, specified in items 9.4-9.6 of this Agreement, do not apply to copies of Games, which were sold or otherwise passed into the ownership of end users.
- All duly executed Appendixes hereto are its integral parts.
- All amendments and additions to this Agreement are valid only if they are made in the written form and signed by authorized representatives of the Parties.
- Invalidity of any of the provisions of this Agreement does not result in invalidity of other provisions or of the whole Agreement.
- After conclusion of this Agreement, all preceding negotiations and correspondence lose their force.
- Upon change of the contact information, legal address, location address, Internet address, bank details, Parties shall immediately notify each other thereof.
- In case of failure to fulfill or improper fulfillment of obligations hereunder, the Party in fault bears responsibility, as stipulated by current laws of the Russian Federation and this Agreement.
- Substantive law of the Russian Federation shall be applied to this Agreement. The Parties agree that possible disputes and disagreements between them shall be settled by way of negotiations, and in case of failure to achieve consensus – in a judicial procedure in a court at the Licenser’s location.
- Upon every other matter, which is not provided for by this Agreement, the Parties shall be governed by current laws of the Russian Federation.
- This Agreement is executed in two counterparts in one or two languages (Russian or English), one for each respective Party, both counterparts have equal legal force. In case of any discrepancy in interpretation, the Russian version of this Agreement shall prevail.
Licenser undertakes to provide technical support of the CarX program within 6 (six) months following conclusion of this Agreement. Technical support includes free provision of CarX program repairs and free consultations to Licensee’s specialists by e-mail or by skype (every day during business hours in the volume of up to 30 hours of net time). Licenser has the right to request no more than 3 hours of technical support during one day.
Upon expiration of free technical support period, specified in this paragraph, Licensee may request provision of additional technical support. http://www.carx-tech.com/compare-car-physics-engine-eng Conditions of additional technical support provision may be changed by Licenser unilaterally.