1. Subject of the Agreement
This limited license agreement for the use of the NEON NOIR (this "Agreement") is entered into between Crytek GmbH ("CRYTEK") and you, the end-user (the "Licensee" or "You").
The Agreement is made effective beginning on the date on which you, the Licensee, first download, install, load or otherwise use NEON NOIR.
By downloading, installing, loading or otherwise using NEON NOIR you, the Licensee, agree to all terms and conditions of this Agreement or in the accompanying documentation. You should read this Agreement carefully before downloading, installing, loading or otherwise using NEON NOIR. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use NEON NOIR.
You agree to check www.cryengine.com periodically for new information and terms that govern your use of NEON NOIR. Crytek may modify this Agreement at any time. Crytek will inform you about revisions to this Agreement by a notice on our home page. Revisions to terms affecting existing NEON NOIR shall be effective thirty (30) days after posting at www.cryengine.com. If you do not agree with the new terms your only remedy is to stop using NEON NOIR.
2. Grant of Limited License
Subject to your agreement to, and full compliance with, the terms and provisions of this Agreement, CRYTEK hereby grants to Licensee a limited, personal, non-transferable and non-exclusive right (the "License") during the Term, as defined below, to use NEON NOIR in accordance with the instructions provided in the download of NEON NOIR as an application for testing the performance of your PC hardware using CRYENGINE’s Ray Tracing technology.
3. Intellectual Property Rights
NEON NOIR and all copyrights, trademarks, and all other intellectual property rights related thereto are owned by CRYTEK (or its licensors, as applicable) and are protected by German and international copyright law and other applicable law. Licensee shall have no ownership or intellectual property rights in or to NEON NOIR, including, without limitation, all copyrights related thereto.
4. Reservation of Rights
CRYTEK (or its licensors, as applicable) expressly reserves all rights not granted in this Agreement. You are not receiving any right or license hereunder to copy, distribute, publicly perform, display or make any other use of the NEON NOIR Benchmark, or any element thereof, or the trademarks CRYTEK, CRYSIS, CRYENGINE, FARCRY, RYSE. HUNT:SHOWDOWN, ROBINSON:THE JOURNEY, THE CLIMB or any other trademark of CRYTEK or any other company.
5. Software Use Restrictions
Any use by Licensee of NEON NOIR not expressly permitted in Section 2 above is expressly prohibited and any such unauthorized use shall constitute a material breach of this Agreement by Licensee.
This prohibition includes (but is not limited to):
Licensee shall not alter or remove any legal notices, such as trademark and copyright notices, affixed by CRYTEK on or within NEON NOIR.
6. Term and Termination
The term of this Agreement and the license granted herein begin on the date on which you first download, install, load or otherwise use NEON NOIR and shall expire, without notice to you or any other notice, when CRYTEK stops to offer NEON NOIR to the public or publicly announces the removal of NEON NOIR from the market.
CRYTEK may revoke or terminate this License at any time, for any reason or no reason, in its sole discretion. Notwithstanding anything to the contrary herein this Agreement and the License granted to you herein shall immediately terminate, without the requirement of any notice from CRYTEK to Licensee, upon Licensee's failure to comply with or breach of any term or provision of this Agreement.
Upon the termination or expiration of this Agreement, any and all rights of Licensee hereunder shall terminate without prejudice to any rights or claims Licensee shall have no right to use NEON NOIR in any manner. Licensee shall immediately destroy all copies of NEON NOIR in its possession, custody or control, and all rights granted hereunder shall revert, without notice, to and be vested in CRYTEK.
Termination or expiration of this Agreement shall not create any liability against CRYTEK and shall not relieve Licensee from any liability which arises prior to termination or expiration.
7. Exclusion and Limitation of Liability
As the License granted to the Licensee under this Agreement is a free-of-charge-license CRYTEK's (and its licensors’, as applicable) liability is excluded and limited to the largest extent legally possible.
CRYTEK INDEMNIFICATION DISCLAIMER. IN NO EVENT SHALL CRYTEK (and/OR its licensors, as applicable)BE LIABLE FOR ANY DAMAGES, BE THEY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF CRYTEK (and/OR its licensors, as applicable)HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Disclaimer of Warranties
CRYTEK (and its licensors, as applicable) provides NEON NOIR to the Licensee "as is" and without warranty of any kind, express, statutory, implied, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. CRYTEK (and its licensors, as applicable) does not warrant that NEON NOIR or the operation thereof will be free of error or that NEON NOIR will meet special requirements of the Licensee. No oral or written information or advice given to the Licensee by CRYTEK (and its licensors, as applicable) and/or any CRYTEK employee, representative or distributor will create a warranty for NEON NOIR, and the Licensee may not rely on any such information or advice.
CRYTEK will not provide any support for NEON NOIR. Please do not call or send email to CRYTEK regarding NEON NOIR, as Crytek will not be able to respond or answer these inquiries.
10. Licensee's Warranties and Indemnification
Licensee warrants and represents that:
a) Licensee has full legal rights and authority to enter into and become bound by the terms of this
b) Licensee has full legal rights and authority to exercise Licensee's rights granted herein and to comply with Licensee's obligations hereunder;
c) Licensee will comply, at all times during the Term, with all applicable laws.
Licensee hereby agrees to indemnify, defend, and hold harmless CRYTEK and/or their successors, assigns, officers, directors, employees, agents, representatives and licensees (but not including Licensee) from and against all damages, claims, losses, causes of action and lawsuits arising from and/or relating to a breach of this Agreement by Licensee.
11. Breach of the Agreement
In the event of a breach of this Agreement by CRYTEK, Licensee's sole remedy shall be to terminate this Agreement by delivering written notice of termination to CRYTEK.
In the event of a breach by Licensee of this Agreement, CRYTEK (and its licensors, as applicable) may pursue all remedies to which CRYTEK is entitled under applicable law and/or this Agreement, including without limitation the compensation for any and all damages which may arise in connection with such breach.
Licensee agrees that Licensee's unauthorized use of NEON NOIR, or any part thereof, may immediately and irreparably damage CRYTEK such that CRYTEK could not be adequately compensated by a monetary award, and in such event, and at CRYTEK's option, CRYTEK shall be entitled to an injunctive order, in addition to all other remedies available including a monetary award, to prohibit such unauthorized use, without the necessity of CRYTEK posting bond or other security.
12. General Provisions
This Agreement constitutes the entire understanding between Licensee and CRYTEK regarding the subject matter hereof.
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between CRYTEK and Licensee. Neither party hereto shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.
CRYTEK may at any time revise and alter the version of NEON NOIR.
This Agreement supersedes all eventual prior agreements and understanding to the subject matter hereof. Any modifications of and supplements to this Agreement must be made in writing. This provision applies also if the prerequisite of writing is ceded.
If any provision of this Agreement shall be found to be invalid or unenforceable for legal or factual reasons the invalidity or unenforceability of such provisions shall not affect the other provisions of this Agreement and all provisions of this Agreement not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic and legal objective of the Agreement. This applies as well in case of an omission or invalidity of the whole Agreement.
This Agreement shall bind and inure to the benefit of CRYTEK, its successors and assigns, and CRYTEK may assign its rights hereunder, in CRYTEK's sole discretion. This Agreement is personal to Licensee, and Licensee shall not sublicense, assign, transfer, convey nor franchise its rights granted hereunder.
Place of performance of this Agreement is Frankfurt a.M. (Germany).
If the Licensee is defendant, CRYTEK might, if admissible, determine as court of jurisdiction the court where the Licensee is resident or the court competent for the corporate domicile of CRYTEK which currently is in Frankfurt a.M. (Germany). If CRYTEK is the defendant the parties expressively agree on the exclusive jurisdiction of the courts of Frankfurt a.M. This Agreement on jurisdiction applies to all claims, be they based on contract, on tort or on any other legal basis, arising under or in connection with this agreement.
The provisions of this Agreement which by their terms or sense are intended to survive shall survive cancellation, expiration or termination of this Agreement.
Crytek’s licensors shall be third-party beneficiaries under this Agreement and shall have the express right to enforce its provisions and to enjoy the benefits of its protections.