SOFTWARE LICENSING AGREEMENT FOR THE 3DRUDDER
SOFTWARE DEVELOPMENT KIT
Notice to user: THIS IS A LICENSE AGREEMENT BETWEEN YOU AND 3DRUDDER.
BY INDICATING YOUR ACCEPTANCE AS SET FORTH BELOW, YOU ACCEPT ALL
THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. This License
Agreement accompanies the 3dRudder Software Development Kit (the "SDK") and
includes any upgrades, modified versions, updates, additions, and copies of the SDK
licensed to You by 3dRudder. This copy of the SDK is licensed to You as the end user
or to Your employer or another third party authorized to permit Your use of the SDK.
You agree that this License Agreement is enforceable like any written negotiated
agreement signed by you and that your use of the SDK constitutes acceptance of the
Agreement terms. If you do not agree to the terms of this Agreement, do not use this
SDK software.
1. DEFINITIONS
? In this License Agreement, SDK means API Information, documentation, sample
code, including Documentation in on-line format, and related items.
? This License Agreement does not govern the use of the 3dRudder foot motion
controllers and its accompanying Dashboard. See the related product or software
end user licenses.
? Sample Code means source code that 3dRudder has included for You as
example of how to incorporate the 3dRudder locomotion schemes into Your
games or application programs..
? Tools refer to programs and Utilities that may be included for You to test or
compile Your application programs.
? Documentation means any related explanatory materials accompanying the SDK
and to be found on our developer web site (3dRudder-dev.com).
? Game Engines means third-party platforms used to develop games.
? Operating Systems (“OS”) and Consoles API means application programming
interface and source codes used to interact with consoles or hardware systems.
? Trademark means the 3dRudder logo and name.
? 3dRudder means 3dRudder SA, Europarc de Pichaury, Bâtiment B4, 1330 rue
de la Lauzière 13290 Aix en Provence, France, except in the United States,
Canada or Mexico, where it means 3dRudder, Inc, 295 Madison Avenue, Suite
1130, New York, NY 10017, USA.
? Developer, You and Your Company refer to any person or entity acquiring or
using the SDK under the terms of this License Agreement.
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2. ROYALTY-FREE LICENSE.
Subject to the restrictions contained in this Section 2, 3dRudder grants to You a
nonexclusive, non transferable, royalty-free license to use the items in the SDK only for
the purpose of development of application programs designed to function with
3dRudder products.
Under this License Agreement, You may use, modify or merge all or portions of the
Sample Code with Your application programs and distribute it only as part of Your
products in object code form. Any modified or merged portion of the Sample Code is
subject to this License Agreement. You are required to include 3dRudder's copyright
notices on Your application programs except for those programs in which You include a
copyright notice reflecting the copyright ownership of Developer in such programs. You
may not use 3dRudder's name, logo or trademarks to market Your products, except as
provided in Section 3, below. You may not assign Your rights or obligations granted
under this License Agreement without the prior written consent of 3dRudder. Any
attempted assignment or transfer without such prior written consent from 3dRudder
shall be void and of no effect.
3. TRADEMARK LICENSE
1. Trademark Grant. 3dRudder grants to You a worldwide, non-exclusive, nontransferable, personal right to use the 3dRudder logo and 3dRudder product pictures,
as they are found on the 3dRudder developer web site (3dRudder-dev.com). Those
elements may be used in your game, application, software and on your website and
your marketing materials. Use of the Trademark does not give You any right, title or
interest in the Trademark, other than the license rights granted herein. You may not
assign, transfer or sublicense any trademark right granted herein without the prior
written consent of 3dRudder. You agree not to use the Trademark in any way that will
disparage 3dRudder or its products, injure 3dRudder’s reputation for high quality or
otherwise diminish or damage 3dRudder’s goodwill in the Trademark or infringe
3dRudder’s intellectual property. You acknowledge the validity of the Trademark and
3dRudder’s sole ownership of the Trademark, and that 3dRudder retains all right, title
and interest in and to the Trademark. You recognize the value of the goodwill
associated with the Trademark, and acknowledges that such goodwill inures exclusively
to the benefit of and belongs to 3dRudder. You shall employ best efforts to use the
Trademark in a manner that does not derogate from 3dRudder’s rights in the Trademark
and will take no action that will interfere with or diminish 3dRudder’s rights in the
Trademark.
4. PROPRIETARY RIGHTS. The items contained in the SDK are the intellectual
property of 3dRudder and its suppliers and are protected by the European Union
copyright and patent directives, by the United States copyright and patent law,
international treaty provisions and applicable laws of the country in which it is being
used. You agree to protect all copyright and other ownership interests of 3dRudder
and/or its suppliers in all items in the SDK supplied under this License Agreement. 
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You agree that all copies of the items in the SDK, reproduced for any reason by You,
contain the same copyright notices, and other proprietary notices as appropriate, as
appear on or in the master items delivered by 3dRudder in the SDK. 3dRudder and/or
its suppliers retain title and ownership of the items in the SDK, the media on which it is
recorded, and all subsequent copies, regardless of the form or media in or on which the
original and other copies may exist. Except as stated above, this License Agreement
does not grant You any rights to patents, copyrights, trade secrets, trademarks or any
other rights in respect to the items in the SDK.
Plugins, source codes or assets developed for interfacing the 3dRudder controllers with
specific Game Engines are provided for use within the framework of the licensing
agreement of the respective Game Engine providers. Using those plugins, source codes
or assets implies Your acceptance of the said licensing agreement.
OS and Consoles API developed for interfacing the 3dRudder controllers with specific
OS or gaming consoles are provided for use within the framework of the licensing
agreement of the respective OS or gaming console providers. Using those plugins,
source codes or assets implies Your acceptance of the said licensing agreement.
5. TERM. This License Agreement is effective until terminated. 3dRudder has the right
to terminate this License Agreement immediately, without judicial intervention, if You fail
to comply with any term herein. Upon any such termination You must remove all full and
partial copies of the items in the SDK from your computer and discontinue the use of the
items in the SDK.
6. DISCLAIMER OF WARRANTY. 3dRudder licenses the SDK to Developer only on an
"AS-IS" basis. 3dRudder makes no representation with respect to the adequacy of any
items in the SDK, whether or not used by You in the development of any products, for
any particular purpose or with respect to their adequacy to produce any particular result.
3dRudder and its suppliers shall not be liable for loss or damage arising out of this
License Agreement or from the distribution or use of Developers products containing
portions of the SDK. 3DRUDDER AND ITS SUPPLIERS DISCLAIM ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OF ANY THIRD PARTY
RIGHT IN RESPECT OF THE ITEMS IN THE SDK OR ANY SERVICES RELATED TO
THE SDK.
Some states or jurisdictions do not allow the exclusion or limitation of incidental,
consequential or special damages, or the exclusion of implied warranties or limitations
on how long an implied warranty may last, so the above limitations may not apply to
You. You may have rights which vary from state to state or jurisdiction to jurisdiction.
The foregoing does not affect or prejudice Your statutory rights. To the extent
permissible any implied warranties are limited to ninety (90) days. For further warranty
information You may contact 3dRudder's Customer Support Department.
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3dRudder is under no obligation to provide any support under this License Agreement,
including upgrades or future versions of the SDK or any portions thereof, to Developer,
end user or to any other party. 3dRudder is acting on behalf of its suppliers for the
purpose of disclaiming, excluding and/or restricting obligations, warranties and liability
as provided in this Section 5, but in no other respects and for no other purpose.
7. LIMITATION OF LIABILITY
Notwithstanding any other provisions of this License Agreement, 3dRudder's liability to
You under this License Agreement shall be limited to the amount paid by You for the
SDK.
IN NO EVENT WILL 3DRUDDER OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES INCLUDING DAMAGES
FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR
EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY PROVISION OF
THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE ITEMS IN
THE SDK, EVEN IF AN 3DRUDDER REPRESENTATIVE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY PARTY.
Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or
special damages, so the above limitation or exclusion may not apply to You. Nothing
contained in this Agreement shall prejudice the statutory rights of any party dealing as a
consumer.
8. INDEMNIFICATION.
Developer agrees to indemnify, hold harmless, and defend 3dRudder from and against
any claims or lawsuits, including attorneys' fees, that arise or result from the use and
distribution of Developer's products that contains or is based upon any portion of the
SDK, provided that 3dRudder gives Developer prompt written notice of any such claim,
tenders to Developer the defense or settlement of such a claim at Developer's expense
and cooperates with Developer, at Developer expense, in defending or settling such
claim.
9. CHOICE OF LAW. This Agreement will be governed by and construed in accordance
with the substantive laws in force: (a) in the State of New York, if a license to the
Software is obtained when you are in the United States, Canada, or Mexico; or (b) in
France, if a license to the Software is obtained when you are in the European Union or
in any other jurisdiction not described above. The respective courts of New York
County, New York when New York law applies, and the courts of Aix-en-Provence,
when the law of France applies, shall each have non-exclusive jurisdiction over all
disputes relating to this Agreement. This Agreement will not be governed by the conflict
of law rules of any jurisdiction or the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly excluded.
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10. U.S. GOVERNMENT REGULATIONS.
You agree that any Developer product that includes Sample Code or Programming
Language (i) will include in its license agreement a reference to applicable U.S.
Government regulations that control licensing of software, and (ii) will not be shipped,
transferred or exported into any country or used in any manner prohibited by the United
States Export Administration Act. In addition, if any part of the Package is identified as
export controlled items under the Export Laws, you represent and warrant that you are
not a citizen, or otherwise located within, an embargoed nation (including without
limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you
are not otherwise prohibited under the Export Laws from receiving the Software. All
rights to use the Software are granted on condition that such rights are forfeited if you
fail to comply with the terms of this Agreement.
11. NON-BLOCKING OF 3DRUDDER DEVELOPMENT.
You acknowledge that 3dRudder is currently developing or may develop technologies
and products in the future that have or may have design and/or functionality similar to
products that You may develop based on your license herein. Nothing in this Agreement
shall impair, limit or curtail 3dRudder's right to continue with its development,
maintenance and/or distribution of 3dRudder's technology or products. You agree that
you shall not assert in any way any patent owned by You arising out of or in connection
with this SDK or modifications made thereto against 3dRudder, its subsidiaries or
affiliates, or their customers, direct or indirect, agents and contractors (collectively, the
"3dRudder Product Users") for the manufacture, use, import, licensing, offer for sale or
sale of any 3dRudder products.
12. OPEN SOURCE SOFTWARE. Notwithstanding anything to the contrary, You are
not licensed to (and You agree that You will not) integrate or use this SDK with any Viral
Open Source Software or otherwise take any action that could require disclosure,
distribution, or licensing of all or any part of the SDK in source code form, for the
purpose of making derivative works, or at no charge. For the purposes of this Section 6,
"Viral Open Source Software" shall mean software licensed under the GNU General
Public License, the GNU Lesser General Public License, or any other license terms that
could require, or condition Your use, modification, or distribution of such software on,
the disclosure, distribution, or licensing of any other software in source code form, for
the purpose of making derivative works, or at no charge. Any violation of the foregoing
provision shall immediately terminate all of Your licenses and other rights to the SDK
granted under this Agreement.
13. WAIVER.
None of the provisions of this License Agreement shall be deemed to have been waived
by any act or acquiescence on the part of 3dRudder, its agents or employees, but only
by an instrument in writing signed by an officer of 3dRudder.
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14. INTEGRATION. When conflicting language exists between this License Agreement
and any other agreement included in the SDK, this License Agreement shall supersede.
If either 3dRudder or Developer employs attorneys to enforce any rights arising out of or
relating to this License Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees. By using the SDK, You acknowledge that You have read
this License Agreement, understand it and that it is the complete and exclusive
statement of Your agreement with 3dRudder which supersedes any prior agreement,
oral or written, between 3dRudder and You with respect to the licensing to You of the
SDK. No variation of the terms of this License Agreement will be enforceable against
3dRudder unless 3dRudder gives its express consent, in writing signed by an officer of
3dRudder. The English language version of this Agreement shall be the version used in
the event any dispute arises hereunder. All translations of this Agreement are for
convenience only and shall not be used by the parties or any court when interpreting or
construing this Agreement.