Thank you for choosing Meridian4. We hope you enjoy your gaming experience.

YOU SHOULD CAREFULLY READ THE FOLLOWING END USER LICENSE AGREEMENT BEFORE INSTALLING THIS SOFTWARE PROGRAM. BY INSTALLING OR OTHERWISE USING THE SOFTWARE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. YOU SHOULD RETURN IT TO YOUR PLACE OF PURCHASE, SUBJECT TO THEIR RETURN POLICY. 
  
The software application (the “Program”), and any and all copies and derivative works of the Program are the copyrighted work of Meridian4 and/or its suppliers. All rights reserved, except as expressly stated herein. All use of the Program is governed by the terms of this End User License Agreement (“License Agreement”). The Program is solely for use by end users according to the terms of the License Agreement. Any use, reproduction or redistribution of the Program not in accordance with the terms of the License Agreement is expressly prohibited.

END USER LICENSE AGREEMENT

1.  Limited Use License. Meridian4 (referred to herein as “Licensor”) hereby grants, and by installing the Program you thereby accept, a limited, non-exclusive license and right to install and use one (1) copy of the Program for your own personal use on a computer. Licensor reserve the right to update, modify or change any such terms of use agreement at any time. The Program is licensed, not sold. Your license confers no title or ownership in the Program.

2.  Ownership. All title, ownership rights and intellectual property rights in and to the Program and any and all copies thereof (including but not limited to any titles, computer code, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, and “applets” incorporated into the Program) are owned by Licensor or its suppliers. The Program is protected by the copyright laws of Canada, USA, international copyright treaties and conventions and other laws. All rights are reserved. The Program contains certain licensed materials and Licensor’s suppliers may protect their rights in the event of any violation of this Agreement.

3. Responsibilities of End User.
A. Subject to the grant of license hereinabove, you may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, create derivative works based on the Program, or remove any proprietary notices or labels on the Program without the prior consent, in writing, of Licensor.
B. The Program is licensed to you as a single product. Its component parts may not be separated for use on more than one computer. 
C. You are entitled to use the Program for your own personal use, but you are not entitled to:
(i) 	sell, grant a security interest in or transfer reproductions of the Program to other parties in any way, nor to rent, lease or license the Program to others without the prior written consent of Licensor;
		or
(ii) 	exploit the Program or any of its parts for any commercial purpose including, but not limited to, use at a cyber café, computer gaming center or any other location-based site; 
D. Your continued use of the Program may require periodic updates, error corrections, or enhancements to the Program and is subject to any terms and conditions under which use of the Program over the Internet is provided.

4. Program Transfer. You may permanently transfer all of your rights under this License Agreement, provided that: (a) the recipient agrees to the terms of this License Agreement, (b) you remove the Program from your computer and retain no copies of the Program, and (c) you transfer all of the Program (including all software components, the media and printed materials that accompany the Program, any code used to “unlock” the Program (“CD Key”), any Program upgrades, and this License Agreement) to the recipient.  Furthermore, you agree that you will not provide a CD Key to any third party except as part of the transfer of this License Agreement and the entire Program in accordance with the preceding sentence.

5. Termination. This License Agreement is effective until terminated. You may terminate the License Agreement at any time by destroying the Program. Licensor may, at its discretion, terminate this License Agreement in the event that you fail to comply with the terms and conditions contained herein. This License Agreement shall automatically terminate in the event that you fail to comply with the terms and conditions contained herein. In such event, you must immediately destroy the Program. The provisions of Sections 2, 5, and 7-9 will survive any termination of the Agreement.  

6. Limited Warranty. The entire risk arising out of use or performance of the Program and any printed material(s) remains with the User, however Licensor warrants up to and including one (1) year from the date of Program release (to be defined by Licensor) that the media containing the Program shall be free from defects in material and workmanship. In the event that the media proves to be defective during that time period please contact customer support. In order to enforce the above-mentioned warranty, customer support should be informed of the defect within two (2) months following its discovery. EXCEPT AS PROVIDED ABOVE, THE PROGRAM AND ANY PRINTED MATERIAL(S) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED. Some states/jurisdictions do not allow the exclusion or limitation of implied warranties, so the above limitations may not apply to you.

7. Limitation of Liability. NEITHER LICENSOR, OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF THE PROGRAM INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. ANY WARRANTY AGAINST INFRINGEMENT. I UNDERSTAND AND ACKNOWLEDGE THAT MERIDIAN4 INC. CANNOT AND WILL NOT BE RESPONSIBLE FOR ANY SOFTWARE OR HARDWARE FAILURES OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. 

8. Equitable Remedies. You hereby agree that Licensor would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore you agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as Licensor may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

9. Miscellaneous. This License Agreement shall be deemed to have been made and executed in the Province of Quebec and any dispute arising hereunder shall be resolved in accordance with the law of the Province of Quebec. You agree that any claim asserted in any legal proceeding by you against Meridian4 shall be commenced and maintained in any provincial court located in the Province of Quebec, having subject matter jurisdiction with respect to the dispute between the parties. This License Agreement may be amended, altered or modified only by an instrument in writing, specifying such amendment, alteration or modification, executed by both you and Licensor. In the event that any provision of this License Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this License Agreement shall remain in full force and effect. This License Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.

You hereby acknowledge that you have read and understand the foregoing License Agreement and agree that the action of installing the Program is an acknowledgment of your agreement to be bound by the terms and conditions of the License Agreement contained herein. You also acknowledge and agree that this License Agreement is the complete and exclusive statement of the agreement between yourself and Licensor and that the License Agreement supersedes any prior or contemporaneous agreement, either oral or written, and any other communications between yourself and Licensor regarding this Program.


Copyright (c) 2007 AGEIA Technologies, Inc.

AGEIA PhysX Driver License Agreement

This End User License Agreement (the "Agreement") is a legal agreement between you (either individually or an entity) ("You" and "Your") and AGEIA Technologies Inc. ("AGEIA" and "AGEIA's") regarding the use of the AGEIA PhysX Driver and any accompanying documentation (collectively, the "Software").

YOU MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT BEFORE ANY SOFTWARE CAN BE DOWNLOADED OR INSTALLED OR USED.  BY CLICKING ON THE "AGREE" BUTTON OF THIS AGREEMENT, OR INSTALLING SOFTWARE, OR USING SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE, NOT INSTALL OR USE ANY SOFTWARE, AND DESTROY ALL COPIES OF THE SOFTWARE THAT YOU HAVE DOWNLOADED.  BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR INSTALL OR USE SOFTWARE.

This license is only granted to and only may be used by You.  AGEIA grants You a limited, non-exclusive, non-transferable license to use the provided Software for evaluation, testing and non-commercial production purposes according to the terms set forth below:

1. Use of the Software.
a.  You may use, display and reproduce the AGEIA PhysX Driver.

b.  You may not and shall not permit others to:
(i)  modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software, or to derive the source code or the underlying ideas, algorithms, structure or organization from the Software (except that the foregoing restrictions do not apply to the extent that such activities may not be prohibited under applicable law);
(ii) alter, adapt, modify or translate the Software in any way for any purpose, including without limitation error correction;
(iii) distribute, rent, loan, lease, transfer or grant any rights in the Software or modifications thereof in any form to any person without the prior written consent of AGEIA.

c.  No Commercial Distribution Right.  This license grants no rights to distribute the Software for any commercial purposes.  Any and all individuals, companies, non-academic government agencies or other organizations wishing to redistribute the Software for any purpose must enter into written contract with AGEIA.  Please contact info@AGEIA.com for further information.

2. Ownership.  This license is not a sale.  Title, copyrights and all other rights to the Software and any copy made by You remain with AGEIA and its suppliers and licensors. Unauthorized copying of the Software, or failure to comply with the license restrictions set forth in Section 1(b) above, will result in automatic termination of this license and will make available to AGEIA other legal remedies.

3. Termination.  This license is effective once You click the "AGREE" button of this Agreement, or install or use the Software, and will continue until terminated.  Unauthorized copying of the Software, Your failure to comply with the above restrictions or Your failure to comply with any terms of this Agreement will result in automatic termination of this Agreement and will make available to AGEIA other legal remedies.  Upon termination of this license for any reason You will destroy all copies of the Software. Any use of the Software after termination is unlawful.  Upon termination of this Agreement, all rights granted to You in this Agreement shall immediately terminate.  AGEIA's rights and Your obligations under this Agreement shall survive any termination of this Agreement.

4. Trademarks.  Certain of the product names used in this Agreement and the Software constitute trademarks, trade names, trade dress, or service marks ("Trademarks") of AGEIA or other third parties.  You are not authorized to use any such Trademarks for any purpose.

5. No Warranty. THE SOFTWARE IS BEING DELIVERED TO YOU "AS IS" AND AGEIA MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SOFTWARE.  AGEIA AND ITS SUPPLIERS AND LICENSORS MAKE AND YOU RECEIVE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OR IN ANY COMMUNICATION WITH YOU, AND AGEIA AND ITS SUPPLIERS AND LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND THEIR EQUIVALENTS.  AGEIA does not warrant that the operation of the Software will be uninterrupted or error free or that the Software will meet Your specific requirements.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

6. Limitation of Liability.  IN NO EVENT WILL AGEIA, ITS SUPPLIERS OR ITS LICENSORS BE LIABLE FOR LOSS OF OR CORRUPTION TO DATA, LOST PROFITS OR LOSS OF CONTRACTS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND ARISING FROM THE SUPPLY OR USE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION NEGLIGENCE).  THIS LIMITATION WILL APPLY EVEN IF AGEIA OR AN AUTHORIZED DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY EXCEPT TO THE EXTENT THAT LIABILITY MAY NOT BY LAW BE LIMITED OR EXCLUDED.  YOU ACKNOWLEDGE THAT THE LACK OF A REQUIRED PAYMENT BY YOU FOR THE SOFTWARE REFLECT THIS ALLOCATION OF RISK.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

7. Indemnity. You agree to indemnify and hold AGEIA, its successors, assigns, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your failure to comply with this Agreement or Your violation of any law or the rights of any third party.

8. Legal Compliance. You agree that You shall fully comply with all applicable laws, statutes, ordinances and regulations regarding Your use of the Software.

9. Governing Law and General Provisions. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, this Agreement and the performance of the parties hereunder shall be construed in accordance with and governed by the laws of the State of California, U.S.A., except for its conflict of law rules.  The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts in Santa Clara County, California, U.S.A., and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.  This Agreement is the entire agreement between You and AGEIA and supersedes any other communications, representations or advertising with respect to the Software.  If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of the Agreement shall continue in full force and effect.  Failure to prosecute a party's rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach.  If You are acquiring the Software on behalf of any part of the U.S. Government, the following provisions apply.  The Software programs and documentation are deemed to be "Commercial computer software" and "Commercial computer software documentation" respectively, pursuant to DFAR Section 227.7202 and FAR 12.212(b), as applicable.  Any use, modification, reproduction, release, performance, display or disclosure of the Software programs and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.  Any technical data provided that is not covered by the above provisions is deemed to be "Technical data-commercial items" pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).

10. Questions.  Should You have any questions relating to this Agreement, or if You desire to contact AGEIA for any reason, please contact info@AGEIA.com.

Copyright (c) 2007 AGEIA Technologies, Inc.  All rights reserved.
http://www.AGEIA.com


