Stuff for Poser Sampler/Stuff for Poser Sampler (Zygote Media Group)(1998).iso/pc/license.txt

Text File | 1998-08-10 | 12KB | 198 lines

ZYGOTE MEDIA GROUP, INC. LICENSE AGREEMENT

DO NOT OPEN THIS DATA PACKAGE UNTIL YOU HAVE READ THIS LICENSE
AGREEMENT.  THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU,
HEREINAFTER ALSO REFERRED TO AS "USER", AND ZYGOTE MEDIA GROUP, INC.,
HEREINAFTER ALSO REFERRED TO AS "ZYGOTE".  BY OPENING THIS DATA
PACKAGE OR USING THIS 3-D MODEL(S) (OR AUTHORIZING ANY OTHER PERSON
TO DO SO), YOU INDICATE YOUR COMPLETE AND UNCONDITIONAL
ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT.  THIS LICENSE AGREEMENT CONSTITUTES THE COMPLETE
AGREEMENT BETWEEN YOU AND ZYGOTE.  IF YOU DO NOT AGREE TO THE
TERMS OF THIS LICENSE AGREEMENT, YOU MAY RETURN THE UNOPENED DATA
PACKAGE (WITH ALL ACCOMPANYING MATERIALS) AND A COPY OF YOUR
INVOICE TO ZYGOTE FOR A FULL REFUND WITHIN THIRTY (30) DAYS FROM THE
DATE OF PURCHASE.

1.   3-D MODEL LICENSE.  ZYGOTE grants to User and User hereby accepts,
subject to the limitations and obligations of this Agreement, a personal
non-exclusive, non-transferable License to use the 3-D Model(s), together
with all accompanying written materials (collectively referred to as
"3-D Model(s)").

2.   TITLE AND OWNERSHIP.  Notice is hereby given that the 3-D Model(s)
contains copyrighted and/or proprietary information protected by the
laws of the United States.  ZYGOTE retains all rights in, title to,
and ownership of the 3-D Model(s).  User shall take all steps reasonably
 necessary to protect ZYGOTE'S ownership rights.

3.   LICENSE FEES.  User agrees to pay ZYGOTE prior to or concurrent
with delivery of the 3-D Model(s) the full purchase price for the
3-D Model(s).  Any payment not made when due shall accrue interest at
the rate of one and one-half percent (1 1/2%) per month.  In addition,
User agrees to pay ZYGOTE any and all applicable tax that is levied in
conjunction with the purchase of this License for the 3-D Model(s)
whenever ZYGOTE must collect and/or pay such taxes from or on behalf of
User according to the applicable statutes and ordinances, as interpreted
by the departmental authority of the taxing unit.  Furthermore, User
agrees to pay ZYGOTE all costs, expenses, and attorney's fees expended
by ZYGOTE in the collection of the purchase price, whether by filing a
lawsuit or otherwise.

4.   COPYING RESTRICTIONS.  The 3-D Model(s) may be copied in whole or in
part for User's exclusive use.  Unauthorized copying of the 3-D Model(s)
is expressly forbidden.  User expressly agrees to include ZYGOTE'S (and
third parties, if any) copyright notice(s) and proprietary interest(s) on
all copies of the 3-D Model(s), in whole or in part, in any form,
including data form, made by User in accordance with this Agreement.
The 3-Model(s) is provided for User's exclusive use.  User does not have
the right to provide the 3-D Model(s) to others in any form or on any media.

5.   OTHER RESTRICTIONS.  This Agreement is your proof of License to exercise
the rights granted herein and must be retained by you.  User shall not give,
sell, rent, lease, sublicense, or otherwise transfer or dispose of the 3-D
Model(s) on a temporary or permanent basis without the prior written consent
of ZYGOTE.  ZYGOTE'S 3-D Model(s) and/or contracts are non-transferrable and
shall only be used by the Licensed User.  User may not reverse engineer,
decompile, disassemble, or create derivative works from the 3-D Model(s).

6.   PROTECTION AND SECURITY.  User agrees not to disclose, publish, release,
transfer, or otherwise make available the 3-D Model(s), or any portion thereof,
in any form, to any person, other than User's employees, without prior written
consent from ZYGOTE.  User agrees that the 3-D Model(s) is the property of and
proprietary to ZYGOTE, and further agrees to protect the 3-D Model(s) and all
parts thereof from unauthorized disclosure and use by its agents, employees, or
customers.  User shall be exclusively responsible for the selection,
supervision, management, control, and use of the 3-D Model(s).  User agrees to
utilize its best efforts to see that its employees or any other user of the 3-D
Model(s) complies with the terms and conditions of this Agreement and refrains
from taking any steps, such as reverse assembly or reverse compilation, to
derive a source code equivalent of the 3-D Models.

7.   EXPORT RESTRICTIONS.  The 3-D Model(s) may be subject to the export
controls of the United States Departments of State and Commerce and User
agrees to fully comply with all applicable United States export regulations
governing export, destination, ultimate end user, and other restrictions
relating to the 3-D Models.

8.   UNITED STATES GOVERNMENT RESTRICTED RIGHTS.  If you are acquiring the
3-D Model(s) on behalf of any unit or agency of the United States Government,
the following provision applies--It is acknowledged that the 3-D Model(s) and
the documentation were developed at private expense and that no part is in the
public domain and that the 3-D Model(s)
and documentation are provided with restricted rights.  Use, duplication, or
disclosure by the Government is subject to restrictions as set forth in
Subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013, or Subparagraphs (c)(1)and (2) of the Commercial
Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable.
Contractor/Manufacturer is ZYGOTE MEDIA GROUP, INC., One East Center St.
Suite 215, Provo, UT 84601.

9.   PATENT, COPYRIGHT, AND TRADE SECRET INDEMNITY.  User agrees to
indemnify and hold harmless ZYGOTE against all liability resulting from or
related  to any claim of patent or copyright infringement, misappropriation,
or misuse of trade secrets or other proprietary rights based upon the use
by User of the 3-D  Model(s), or any portion thereof, in whatever form, or
the exercise by User of any rights granted under this Agreement.

10.  LIMITED WARRANTY.  ZYGOTE warrants that the 3-D Model(s) will perform
substantially in accordance with the accompanying written materials for a
period of seven (7) days from the date of receipt. Upon the return of the
defective media and a copy of the invoice, ZYGOTE has the option to replace
the media or refund the purchase price.  In the event ZYGOTE elects to
refund the purchase price, User's License is revoked and User warrants
and agrees to return the 3-D Model(s) to ZYGOTE and to destroy any and
all copies made therefrom.  In no event shall ZYGOTE'S liability exceed
the purchase price of the License of the 3-D Model(s).  If the media was
damaged by accident, abuse, or misapplication, ZYGOTE shall have no
obligation to replace the media or refund the purchase price.  All
replacement media will be warranted for a like period of seven (7) days.
There is no warranty after the expiration of the warranty period.

11.  NO OTHER WARRANTIES.  ZYGOTE DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR
PERFORMANCE, WITH RESPECT TO THE 3-D MODEL(S), AND THE
ACCOMPANYING WRITTEN MATERIALS.  IN NO EVENT SHALL ZYGOTE OR ITS
DEALERS, DISTRIBUTORS, OFFICERS, AGENTS, EMPLOYEES, OR SUPPLIERS BE
LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT,
TORT, WARRANTY, OR OTHER LEGAL OR EQUITABLE GROUNDS, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS,
ARISING OUT OF THE USE OF OR INABILITY TO USE THE 3-D MODEL(S), EVEN IF
ZYGOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.

12.  NO LIABILITY FOR HARDWARE.  User assumes complete responsibility for all
hardware used in conjunction with the 3-D Model(s).  ZYGOTE shall not be
responsible in any way for the non-performance or malfunction of any hardware
used in conjunction with the 3-D Model(s), nor for any damages whatsoever
arising out of the use of any hardware.

13.  INDEMNIFICATION.  User shall defend, indemnify, and hold ZYGOTE
harmless from any actions, claims, or proceedings with respect to the
3-D Model(s) or other provisions of this Agreement.

14.  REMEDIES.  The remedies provided herein shall not be deemed exclusive,
but shall be cumulative and shall be in addition to all other remedies
provided by law and equity.  No delay or omission in the exercise of any
remedy herein provided or otherwise available to ZYGOTE shall impair or
effect ZYGOTE'S right to exercise the same.  An extension of indulgence
or forbearance
(which must be in writing) shall not otherwise alter or effect ZYGOTE'S
rights or obligations nor be deemed to be a waiver thereof.  The parties
hereto agree that breach of any provisions of non-disclosure, secrecy,
confidentiality, copying, use, protection, and security in this Agreement
by User will cause immediate and irreparable damage and injury to ZYGOTE.
Each of the parties confirms that damages at law may be an inadequate remedy
for breach or threatened breach of any such provisions.  The parties agree
that in such event ZYGOTE shall be entitled by right to an Injunction
restraining the User from violating any of said provisions.  User hereby
acknowledges that ZYGOTE has disclosed or will disclose to User valuable
proprietary data set products, which are new and unique and give ZYGOTE
 a competitive advantage in the marketplace; that ZYGOTE intends to use
such information to expand its business throughout the world; and that a
violation of any of the provisions of this Agreement is material and
important and ZYGOTE shall, in addition to all other rights and remedies
available hereunder, at law or otherwise, be entitled to a Temporary
Restraining Order and an Injunction to be issued by any court of competent
jurisdiction enjoining and restraining User from committing any violation
of said provisions, and User shall consent to the issuance of such Injunction.
User acknowledges that the remedies provided for in this Agreement are
not injurious to nor violative of any public interest or policy, and will
not create a hardship greater than is necessary to protect the interest of
ZYGOTE.

15.  GENERAL PROVISIONS.

     a.   Costs and Expenses of Enforcement.  In the event of the failure
 of either party hereto to comply with any provisions of this Agreement, the
defaulting party shall pay any and all costs and expenses, including
reasonable attorneys' fees arising out of or resulting from such default
(including any incurred in connection with any appeal), incurred by the
injured party in enforcing its rights and remedies, whether such right or
remedy is pursued by filing a lawsuit or otherwise.

     b.   Governing Law, Jurisdiction, and Venue.  This Agreement is
governed by the laws of the State of Utah.  Jurisdiction and venue for the
enforcement of this Agreement shall be found exclusively in the courts
within Utah County, State of Utah.

     c.   Further Information.  Should you have any questions concerning
any of the provisions of this Agreement, or if you desire to contact ZYGOTE,
please write:  ZYGOTE MEDIA GROUP, INC., One East Center Street, Suite #215, Provo,
Utah, 84601.  If you need technical support for a ZYGOTE product, please
call [phone].  Our technical support hours are 9:00 a.m. to 5:00 p.m.
M.S.T.

     d.   Trademark and Copyright.  All ZYGOTE products are trademarks
or registered trademarks of ZYGOTE MEDIA GROUP, INC.  All other brand and
product names are trademark or registered trademark of their respective
holders.

  ZYGOTE MEDIA GROUP, INC., 1995.