Sylphis3D Game Engine (S3D) "SDK" End User License Agreement (EULA)

The S3D "SDK" License is intended to be used for games only, by very small independent companies or individuals funding their own game development.

The use of the Sylphis 3D Game Engine ("Engine") is governed by this license agreement ("Agreement"). You must read and agree to this Agreement terms BEFORE installing the Engine to your hard drive or using the Engine in any way. If you do not agree to the license terms, do not download, install or use the Engine. It is important that you print out a copy of this Agreement on your date of acquisition as a record of the governing terms and conditions. Please make copies for all those in your organization who need to be familiar with the license terms.

BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE ENGINE, THE INDIVIDUAL ACCESSING THE ENGINE ("LICENSEE") IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.

1. LICENSE AGREEMENT

This sets forth the entire agreement between Harry K. Kalogirou ("Licensor") and the Licensee relating to the use of the Engine source code shipped on hard media or downloadable from the Licensor website, www.sylphis3d.com, or affiliates.

2. LICENSE GRANT.

Licensor grants Licensee a single seat to an individual, a limited non-exclusive, non-transferable license to use the Sylphis 3D Game Engine (Engine) for the purposes of making source code and object code for an unlimited number of electronic single or multi-user Games ("Games").

(a) Licensee may publicly sell, distribute, release, publish, transmit and/or exploit any Games created hereunder.

(b) Licensee may have the Games published in any channel by any publisher with no royalties.

3. RESTRICTIONS.

The following restrictions apply to the use of this Engine:


(a) Licensee may not: (i) reverse engineer, or otherwise attempt to derive the algorithms for the Engine (ii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Engine; or (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Engine.

(b) Licensee may not distribute the source code or documentation to the engine in any manner, unless recipient also has a license to the Engine.

(c) Licensee may not distribute uncompiled script code which defines any Sylphis3D Game Engine specific functionality, unless recipient also has a license to the Engine.

4. FEES.

(a) The S3D SDK License fee for the Engine is 99 euros per each programmer using or accessing the source code to the Game(s) There are no additional royalties. 

(c) Licensee agrees to include in the "About" box or in the credits screen: (i) a link to www.sylphis3d.com, and (ii) the wording "This game powered by Sylphis3D."

(d) Licensor may use Licensees name in connection with the Games and in any customer reference list or in any press release issued by Licensor regarding the licensing of the Engine.

5. TERMINATION.

Without prejudice to any other rights, Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Engine.

6. DISCLAIMER OF WARRANTY.

THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OR GUARANTEED UPDATES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS THE RESPONSIBILITY OF LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSORS ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. LICENSOR IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS INCORPORATED WITH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

8. LICENSEES REPRESENTATIONS, WARRANTIES & INDEMNIFICATION.


Licensee shall defend, indemnify and hold harmless Licensor, its parent, subsidiaries, affiliated companies and partners and their respective officers, directors, employees and agents from and against any and all liabilities, damages, costs and fees (including reasonable attorneys fees) resulting from or relating to: (i) any third party claims or lawsuits related to the Games and assignment of intellectual property ownership hereunder; (ii) any third party claims or lawsuits related to any and all obligations Licensee has undertaken to perform hereunder; or (iii) a breach of any representations and warranties Licensee has made hereunder. Such indemnification obligation of Licensee is conditioned upon Licensor immediately notifying Licensee in a writing that sets forth with specificity the claim or action to which such indemnification obligation applies. Licensee will have the right to control the defense of each such claim and any lawsuit or proceeding arising there from. In no event will Licensee settle any such claim or lawsuit or proceeding arising there from without the prior written approval of Licensor.

10. MISCELLANEOUS.

This Agreement may be amended only by a writing signed by both parties. This Agreement shall be governed by the laws of the City of Larissa, Greece, E.U., excluding its conflict of law provisions. Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Court of Larissa, with the losing party paying all costs of arbitration. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.

11. LICENSEE OUTSIDE THE E.U.

If Licensee is located outside the E.U., then the provisions of this Section shall apply. Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Software, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable. The language of this Agreement is English.