WildTangent End User License Agreement

End User License Agreement
(WildTangent Software)

By using this software, you are agreeing to be bound by the terms of this License.

This License is a legally binding agreement between you, an individual, and WildTangent, Inc. ("WildTangent") for the WildTangent software and documentation (if any) accompanying this License (the "Software").

You agree that your use of the Software signifies that you have read this License, understand it, and agree to be bound by its terms and conditions.

1. Grant of Limited License.

WildTangent hereby grants you a non-exclusive, personal and limited license to install and use the Software internally on a single computer at a time to view or interact with content, such as artwork, pictures, text, video, audio, media files, programs or applications, that accesses the Software ("Content"). Content includes any files in a WildTangent file format (each such format, a "File Format" and each such file, a "WildTangent File"). "Authorized Content" is any Content that is distributed or presented in accordance with the terms and conditions of the WildTangent Distribution License Agreement. The Software may not work with Content that is not Authorized Content.

2. Restrictions on Limited License.

You may not use the Software or any Content for any commercial purpose.

This License does not allow the Software or any Content to exist on more than one computer at a time. You may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original.

You may not decompile, reverse engineer, or disassemble the Software, any File Format, any WildTangent File or any Content except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation. You may not modify, rent, lease, loan, sublicense, distribute, transmit, share (over a network or otherwise) or create derivative works based upon, the Software or any File Format. Except pursuant to a WildTangent Distribution License Agreement, you may not distribute, transmit or share (over a network or otherwise), any WildTangent File or any Content, in whole or part. You may not transfer your rights under this License.

You agree not to view a WildTangent File or Content by any means other than by use of the Software. You acknowledge and agree that the Software may prevent the viewing of Content that is not Authorized Content.

This license does not authorize you to use the Software, any File Format, any WildTangent File or Content in any manner other than that set forth herein. If you wish to use the Software, any File Format, any WildTangent File or Content in any way not specifically authorized in this License, you must contact WildTangent via E-mail at: sales@wildtangent.com to discuss the terms of a separate license.

3. Creation of Content.

If you desire to create any files in any of the File Formats, you must do so either by using tools created by WildTangent in accordance with the terms and conditions of the license agreement applicable to such WildTangent tools, or by using tools provided by a third party (in accordance with any license agreement applicable to such tools) which have been approved by WildTangent. Information about WildTangent tools can be found at: http://www.wildtangent.com/. While you are free to create Content, you agree that you may not distribute Content to, transmit Content to, or share Content with any third party (over a network or otherwise), unless you agree to the terms and conditions of the WildTangent "Distribution License Agreement." You agree that you may not authorize any third party to sell, license, distribute, transmit, share or give away any Content unless such third party holds a license from WildTangent to distribute such Content and you have confirmed with WildTangent that such third party is so licensed. The Distribution License Agreement can be found at:

http://www.wildtangent.com/default.asp?pageID=dev_licensing

4. Optional Updates.

WildTangent may, but is not required to, provide updates to the Software. The Software is designed to receive such updates automatically. If you disable automatic updating, you may be notified and prompted to decide whether or not to receive updates. WildTangent may choose not to support Software that does not contain all available updates and you may not be able to view content intended for the Software. To the extent WildTangent does provide updates to the Software, the updates and the Software as so updated will be subject to all the terms and conditions of this License, or any additional License accompanying such updates. This License does not grant you any right to any enhancements or updates to the Software, nor any support services. To turn off updates to the Web Driver, go to the WildTangent Control Panel. To uninstall and no longer receive updates to GameChannel, uninstall the WildTangent GameChannel from your system's Add and Remove Programs area in the Control Panel.

5. Title.

Title, ownership, rights, and intellectual property rights, including any patent rights, in and to the Software and any File Format shall remain in WildTangent and/or its licensors or suppliers. The Software and any File Format are protected by the copyright laws of the United States and international copyright treaties. You agree to use your best efforts to prevent and protect the contents of the Software or any File Format from unauthorized disclosure or use. WildTangent and/or its licensors and suppliers reserve all rights not expressly granted to you. WildTangent's licensors and suppliers are intended third party beneficiaries of this License and have the express right to rely upon and directly enforce the terms set forth herein. Title, ownership rights and intellectual property rights in and to the content viewed with or accessed through the Software (including the content contained in any demonstration files) shall be retained by the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content.

6. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WILDTANGENT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WILDTANGENT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WILDTANGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. Termination.

Your rights under this License shall terminate automatically if you fail to comply with any of the terms and conditions of this License. No notice shall be required from WildTangent to effectuate such termination. Upon termination, you must destroy all copies of the Software.

8. Indemnification.

You agree to hold harmless, indemnify and defend WildTangent and its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have violated any term or condition of this License or have breached any representation made by you in connection with the grant of this License. If you are importing the Software from the United States, you shall indemnify and hold WildTangent harmless from and against any import and export duties or other claims arising from such importation.

9. Export Controls.

You are responsible for complying with all trade regulations and laws both foreign and domestic. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country in violation of the laws and administrative regulations of the United States or any other applicable jurisdiction; or (ii) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading, installing or using the Software, you are agreeing to the foregoing and you are representing and warranting that (i) you are not located in, under the control of, acting on behalf of, or a national or resident of any such country or on any such list and (ii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

10. U.S. Government End Users.

The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), and all U.S. Government End Users acquire the Software with only those rights set forth herein.

11. Feedback.

Any comments or materials sent to WildTangent including feedback data, such as questions, comments, suggestions, or the like regarding the Software or any other products or programs of WildTangent (collectively "Feedback"), shall be deemed to be non-confidential. WildTangent shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation. Further, WildTangent shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such Feedback.

12. Privacy.

Personal information you provide to us and other information collected by WildTangent is governed by the WildTangent Privacy Policy, presented when you click the button labeled, ""Privacy Policy," above. The policy, which may be updated from time to time, is always available at:

http://www.wildtangent.com/default.asp?pageID=privacy

Your election to use the Software indicates your acceptance of the terms of the WildTangent Privacy Policy, so please review the policy carefully and check the website above to review updates.

13. Miscellaneous.

This License Agreement shall constitute the complete and exclusive agreement between you and WildTangent. Any rights not expressly granted herein are reserved. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, USA. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration in King County, Washington, USA. The arbitration shall be conducted under the rules then prevailing of JAMS/Endispute. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. You acknowledge that a violation of this License may cause irreparable harm to WildTangent, and you agree that, in addition to any other remedies provided by law, WildTangent shall be entitled to seek injunctive relief against any such violation without having to post a bond. This License will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE.