The Xfrog Distribution License is a one-time fee for use in any application, video game, or other redistributed usage.
For more information on Distribution Licensing or to use a Purchase Order, email us: email@example.com
1. DEFINED TERMS.
“Software” means the software known as “Xfrog, Xfrog 3.5, Xfrog Tune, Xfrog 5.2”). “Models and Image(s)” means the Perspective renders, textured images, billboards, and the 3D models contained within the XfrogPlants libraries.
2.1. Software. Licensor grants Licensee a non-exclusive license to use the Software and all supporting and accompanying documentation relating to the Software at _____________ facility in __________ in connection with the production of games, movies, commercials, simulations, and/or software apps.
2.2. Models and Images. Licensor grants Licensee a worldwide, into perpetuity, non-exclusive license to: (1) access, use, reproduce and modify the Models and Images; (2) incorporate the Images in works and publish, market, distribute, transfer, sell or sublicense such combined works; (3) create derivative works based upon, and otherwise use the Images, in whole or in part, as Licensee sees fit, in connection with the production of games and/or software apps.
2.3. Updates. For a period of (1) year from the Effective Date, Licensor shall provide Licensee, at no charge, all maintenance releases, updates and new versions or releases of (i) the Software, and (ii) upon Licensee’s request, the Models and Images, which consist of minor and/or major functional enhancements and/or feature additions upon their commercial availability, as well as any other rights offered to end-users of the Software and the Models and Images as part of a standard support or maintenance plan.
3. NO SALE OR DISTRIBUTION.
Nothing herein shall permit Licensee to (i) license, sell or distribute the Software or Documentation to any third parties, or (ii) separately publish, market, distribute, transfer, sell or sublicense an Model or Image or any part thereof. Subject to the foregoing limitations, Licensee may copy, distribute, transfer, publish, market, sublicense and/or sell its games, movies, software apps, animations and renderings derived from the Software and/or containing the Images.
Subject to the license granted to Licensee in this Agreement, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Models and Images.
5. WARRANTY AND DISCLAIMER.
Licensor represents and warrants that (i) the Software, the Images and the use thereof do not infringe upon the intellectual property or other rights of any third party; and (ii) it has developed, owns, and/or possesses all right, title and interest in and to the Software and Images necessary to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. EXCEPT AS SET FORTH ABOVE, LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY.
IN NO EVENT WILL EITHER PARTY HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSE¬QUEN¬TIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOT¬WITH¬STANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
7. NAME AND LOGO USAGE
Hereby, in consideration of the licenses granted to Licensee hereunder, Licensee grants Licensor the right to use the name and logo of the Licensee , on the Licensor’s press and marketing materials, as a customer of Licensor. Licensor may request and receive a mutually agreeable prepared statement in reference to the use of the Software and Images by Licensee. Either party shall have the right to terminate its obligations under this paragraph upon written notice to the other party in the event either party breaches any terms of this Agreement and such breach remains uncured for more than ten (10) days after either party has receipt of notice thereof.
8. CONFIDENTIAL INFORMATION.
The parties agree and represent that the other party may disclose to it documents, work in progress, trade secrets, or other secret or confidential matter related to the business or projects of the other party and/or its affiliates, and that such information constitutes confidential information, and that the other party shall not, except as otherwise authorized by this Agreement, use, copy or disclose to any person or entity any such confidential information, unless such use, copying or disclosure has been authorized in advance in writing by the other party.
Regardless of whether a party’s information is considered confidential for purposes of this Agreement, the confidentiality restrictions shall not apply to such information to the extent the recipient can demonstrate by documentary evidence in existence at the time of disclosure, that such information: (a) was or becomes publicly available or in the public domain through no action or inaction of recipient, exclusive of information contained in patents pending or issued; (b) is rightfully communicated to recipient free of any obligation of confidence subsequent to the time it was disclosed to recipient by disclosing party; (c) is the minimum amount required to be publicly disclosed in order to comply with a valid order of a court of competent jurisdiction, provided recipient gives disclosing party reasonable notice of such required disclosure, cooperates in any attempts by disclosing party to legally prevent or limit such disclosure, and complies with the terms of any protective order which is entered with regard to such disclosure
This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Licensor and Licensee are independent contractors with respect to each other. Neither Licensor nor Licensee (i) is or shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose, or (ii) shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. Neither party may assign or otherwise transfer this Agreement or its rights or obligations hereunder, and this Agreement will not inure to the benefit of any trustee in bankruptcy or to any other receiver or successor of either party hereto, whether by operation or law or otherwise, without the other party’s prior written consent. Notwithstanding the foregoing, either party may transfer or assign its rights and obligations under this Agreement in connection with a corporate restructuring or other reorganization of the party. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party.