|
SN Systems
Evaluation License
Network Development Kit
1 Interpretation
and Definitions
1.1
In this evaluation license ("License"):
"Intellectual
Property Rights" means all intellectual property rights including
without limitation all rights in patents, copyright, design rights,
service marks, logos, trade secrets, database rights, trademarks (whether
registered or unregistered) and all applications for the same, anywhere
in the world;
"NDK Analyzer" is a computer application
which enables You to: (a) use the NDK TCP/IP Stack using the native
DEC12 interface; (b) analyse and intercept all Internet traffic to and
from PlayStation®2 on Your local area network;
"NDK TCP/IP
Stack" is middleware which enables TCP/IP based network connectivity
for console based video games for PlayStation®2 and is the sockets interface
(supplied as EE library and header file(s)) and NDK TCIP/IP Stack, various
higher level protocols and hardware drivers (supplied as IOP executable
file(s) for PlayStation®2);
"Network
Development Kit" or "NDK"
is the NDK Analyzer and the NDK TCP/IP Stack which form the kit together
with the related user documentation (where applicable) as posted on
the SN Systems' web-site or published by SN Systems from time to time;
"Product" is any
product being developed by You using the Software (whether as a development
tool or otherwise);
"Software"
is the Software known as the Network Development Kit or SDK;
SN
Systems
is SN Systems Limited, a private limited company registered
in England and Wales (no. 02436957) whose registered office is at 10
Great Marlborough Street, London, W1F 7LP;
"Sony"
is Sony Computer Entertainment Inc whose principal place of business
is 1-1 Akasaka 7-Chrome, Minato-Ku, Tokyo 107-0052, Japan;
"Sony
Information" is the information relating to the hardware and
software forming PlayStation®2 provided by Sony to SN Systems to enable
SN Systems to develop the Software;
"TCP/IP"
means Transmission Control Protocol/Internet Protocol; and "You"
means the licensee of the Software (and "Your"
shall be construed accordingly).
1.2
Terms used in this License shall, where appropriate, be construed in
accordance with their common usage in the UK computer industry.
2 Granting
and Duration of License
2.1
By installing the Software on Your computer system You have demonstrated
Your acceptance of the terms and conditions of this License.
2.2
In consideration of the rights and obligations set out below SN Systems
grants on the following terms for the purposes of evaluating the Software
only a royalty free, non-transferable and non-exclusive 30 day license
to use the Intellectual Property Rights in the Software in object code
form on one site commencing on the date You download the Software onto
Your system or install it onto Your computer system (where the Software
is provided in a CD-Rom format).
2.3
You may extend this License for one further period of 30 days after
the initial 30 day period outlined in clause 2.2 above expires, provided
that You have sought the prior permission of SN Systems and have completed
and sent a Purchase Order for a Standard User Licence in respect of
the Software to SN Systems. SN Systems may grant such an extension at
its entire discretion.
2.4
You may only enter into one evaluation license in respect of the Software.
2.5
You may not incorporate the NDK TCP/IP Stack into any Product which
is to be released.
2.6
Where the Software is delivered in CD-Rom format, SN Systems may charge
You an administration fee, details of which will be posted on the SN
Systems' web-site from time to time.
2.7
The media upon which the Software is provided will remain the property
of SN Systems. Risk in such media passes to You on delivery.
3 Ownership
and copyright
3.1
This License is not a sale of the original software or any copy. You
acknowledge that SN Systems and its suppliers (where applicable) remain
the owners of the Intellectual Property Rights in the Software and You
do not acquire any such rights by downloading or using the Software.
3.2
SN Systems is licensed to use the Sony Information pursuant to a licence
entered into with Sony. SN Systems gives no warranty as to the ownership
by Sony of the Intellectual Property Rights in the Sony Information
to You nor in respect of any other third parties whose software may
be incorporated into the Software.
4 Copies
and Modifications
4.1
This License is personal to You. You may not use, copy, modify, decompile,
reverse engineer disassemble, transfer, rent, lease, sub-contract, or
transfer the rights in the Software or any copy, modification or merged
portion thereof in whole or in part, except as expressly permitted by
Sections 50 (A) and 50 (B) of the Copyright, Designs and Patents Act
1988 or where expressly provided for in this License.
4.2
You may not remove or interfere with any proprietary notices or labels
on, in or relating to the Software.
5 Use
of the Licensed Software and Auditing Rights
5.1
SN Systems may audit the use of the Software by You to ensure that the
terms and conditions of this License are being complied with on the
giving of reasonable advance written notice. This right will not be exercisable
more than is reasonably necessary. You hereby grant to SN Systems all
necessary access to any premises used by or under Your control. If an
audit reveals that the Software has been incorporated into a Product
for which no License has been expressly granted by SN Systems, then
without prejudice to any other rights SN Systems may have, SN Systems
shall be immediately entitled and You shall pay SN Systems the licence
fee (charged at SN Systems' current rates) that should have been paid
by You plus the reasonable costs of audit.
6 Termination
6.1
This License may be terminated by SN Systems in its absolute discretion
immediately without notice for any reason. This License shall terminate
automatically if You enter into a Standard User License with SN Systems
in respect of the Software.
6.2
Termination for whatever reason shall be without prejudice to any rights
of either party under this License which may have accrued up to the
date of termination.
6.3
Upon termination (for whatever reason) You shall immediately cease use
of the Software and shall delete or destroy all copies of the Software
in Your possession or control including without limitation erasure of
the Software from the storage media of any computer (save where You
enter into a Standard User License in respect of the Software).
6.4
The following terms shall survive termination of this License: 3.2,
7.1, 7.2, 7.3, 10.1, 10.4 and 10.6.
7 Limited
Warranties and Limitation and Exclusion of Liability
7.1 The
Software is free and therefore provided "as is". All representations,
conditions, warranties whether expressed or implied (by statute or otherwise)
are excluded to the fullest extent permitted by law. In particular, but
without limitation, SN Systems excludes any representation, condition
or warranty: (a) that the Software will meet Your requirements; (b) that
the operation of the Software will be uninterrupted or virus or error
free; or (c) regarding the use or the results of the use of the Software
in terms of its correctness, accuracy, reliability, compatibility with
any hardware or operating system used to control the Product or otherwise.
7.2
You
shall load and use the Software at Your own risk. SN Systems shall
not (subject to the terms contained in clause 7.3) in any circumstances
(including if SN Systems has been negligent) be liable in connection
with this License or its subject matter for:
(a) any
direct or consequential loss or damage at all (whether arising in
the ordinary course of business or otherwise); or
(b) any
loss of business, data, capital, profit, or goodwill; or
(c) for
any special, indirect, consequential, incidental or punitive damages
howsoever caused including without limitation any damages arising
as a result of accessing the Internet or connections to any other
computer systems or consoles whether arising in tort, contract, statutory
duty or otherwise even if SN Systems was previously advised of the
possibility of such damages.
7.3
Nothing in this License will apply so as to limit or exclude any liability
SN Systems may have to You resulting from death or personal injury caused
by the negligence of SN Systems or any fraud or fraudulent misrepresentation
made to You by SN Systems.
8 Indemnity
You hereby
agree to fully and effectively indemnify and keep SN Systems fully and
effectively indemnified against any claims by any third parties, losses
or expenses (including legal costs) SN Systems incurs in connection
with any claim made against it arising out of a breach by You of this
License.
9 Support
Services
SN
Systems may provide support services from time to time but reserves
the express right in its absolute discretion to interrupt, withdraw,
suspend, modify and terminate the provision of such services in such
manner at such time as it sees fit and offer the services for such support
fee it considers appropriate.
10 General
10.1 This
License shall be governed by the laws of England and Wales and subject
to the exclusive jurisdiction of the Courts of England and Wales.If
any provision of this License is void or unenforceable under English
Law, such a provision is, to the extent of such invalidity, deemed to
be omitted and the remainder of this License unaffected. The jurisdiction
agreement in this clause is made for the benefit of SN Systems only,
and SN Systems reserves the right to apply for injunctive relief in
the court of any jurisdiction to protect any intellectual property right
of, or claim by SN Systems.
10.2 This
License (and any documents referred to in it) sets out the entire agreement
and understanding between SN Systems and You in connection with its
subject matter save in respect of fraudulent misrepresentations.
10.3 Failure
by either party to exercise or enforce any rights, or the giving of
any forbearance, delay or indulgence, will not be construed as a waiver
of its rights under this License or otherwise. Any express waiver of
any breach of this License shall not be deemed to be a waiver of any
subsequent breach.
10.4 Save
as provided in this clause, neither party to this License will disclose
to any third party or use any of the other's confidential information
unless that confidential information was publicly known (other than
by breach of this License) at the time of disclosure. For the purposes
of this clause, confidential information includes, without limitation,
any information contained in the Software, the documentation or any
trade secrets or know-how of SN Systems or You as applicable. This provision
shall not apply where disclosure is required by law or by any regulatory
authority.
10.5 SN
Systems may, at its sole discretion, change any terms of this License
by posting a new version of the License on SN Systems' web-site. Such
new terms will take effect thirty (30) days after posting on SN Systems'
web-site. Your use of the SN Systems' web-site after such changes are
posted will constitute Your acceptance of the new License terms. If You
do not agree to the new terms You may terminate this License on notice
to SN Systems.
10.6 Nothing
in this License confers on any third party any benefits under the provisions
of the Contracts (Rights of Third Parties) Act 1999.
10.7 Nothing
in this License or contained on the SN Systems' web-site shall constitute
an offer by SN Systems to provide the Software to any person.
|