PLAYSTATION®SUITE SDK BETA VERSION LICENSE AGREEMENT (Version 1.1)
April 19, 2012
PLEASE READ THIS PS SUITE SDK (AS DEFINED BELOW) BETA VERSION LICENSE AGREEMENT CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS.
ACCESS TO OR USE OF THE PS SUITE SDK IS EXPRESSLY CONDITIONED UPON ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
This Agreement is a contract with Sony Computer Entertainment Inc. ("SCE"). This Agreement applies to any PlayStation®Suite SDK beta version, and any patches, updates, upgrades or new versions thereof, and any related documentation, provided to or made available to you through any SCE service, online network or website (collectively, "PS Suite SDK").
Your use or access to third parties’ tools included with the PS Suite SDK is subject to additional terms and conditions imposed by such third parties. Your use or access to open source software or freeware included with the PS Suite SDK is subject to terms and conditions for such open source software or freeware.
1. LICENSE GRANT
Subject to the terms and conditions of this Agreement, SCE hereby grants to you a non-exclusive license to use the PS Suite SDK for the development of applications for PlayStation®Suite strictly for evaluation and non-commercial purposes, including the right to create derivative works from the PS Suite SDK in source code format and use it for the said purpose. For the purpose of this Agreement, “PlayStation®Suite” shall mean certain software platform named “PlayStation®Suite” currently being developed by SCE. SCE does not grant any license to PS Suite SDK obtained by you in any manner other than through SCE's authorized distribution methods. You do not have any ownership rights or interests in the PS Suite SDK. All intellectual property rights therein belong to SCE and SCE’s licensors, and all use or access to the PS Suite SDK shall be subject to the terms of this Agreement and all applicable copyright and intellectual property laws. Except as expressly granted in this Agreement, SCE and SCE’s licensors reserve all rights, interests, and remedies including all rights to publish any applications for PlayStation®Suite.
You may not;
- copy any portion of the PS Suite SDK other than making one (1) copy for a backup purpose,
- lease, rent, redistribute, sublicense, publish, sell, assign, market, transfer, or otherwise make any portion of the PS Suite SDK available to third parties, or use or subject any portion of the PS Suite SDK to any mortgages, pledges, security interests, charges, claims, liens and other encumbrances,
- delete, obscure, or in any manner alter any warning or notice (including but not limited to any copyright or other proprietary rights notice) on or in the PS Suite SDK,
- except as expressly provided herein and to the fullest extent permitted by law, translate, modify, reverse engineer, decompile or disassemble any portion of the PS Suite SDK, or create any derivative works, or otherwise attempt to create the PS Suite SDK source code from its object code,
- use any unauthorized, illegal, counterfeit or modified hardware or software in connection with the PS Suite SDK, including use of tools to bypass, disable, or circumvent any encryption, security or authentication mechanism, and/or use any hardware or software to cause the PS Suite SDK to accept or use unauthorized, illegal or pirated software or hardware,
- violate any laws, regulations or statutes, or rights of SCE, SCE’s affiliated companies or third parties in connection with your access to or use of the PS Suite SDK, including the creation, access, use or distribution of any software or hardware that you know or should have known to be infringing or pirated,
- obtain the PS Suite SDK in any manner other than through SCE's authorized distribution methods,
- exploit the PS Suite SDK in any manner other than to use it in accordance with the accompanying documentation and/or instructions and with authorized software or hardware, including use of the PS Suite SDK to design, develop, update or distribute unauthorized software or hardware for any reason, or
- subject the PS Suite SDK in whole or in part to any of the terms of an Excluded License. An “Excluded License” means any open source or other license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
3. USAGE AND MAINTENANCE
- You shall upon SCE’s request, and may at any time, provide oral and written comments or suggestions to SCE for the modification, correction, improvement or enhancement of the PS Suite SDK, including but not limited to reports of bugs or errors (collectively, “Suggestions”). If you find any failure or breakdown in the PS Suite SDK howsoever caused, you shall inform SCE immediately of such failure or breakdown and shall comply with SCE’s instructions.
- At any time, SCE may request you to return or destroy the PS Suite SDK (including copies thereof). Upon SCE’s request, this license shall immediately terminate and you shall return or destroy the PS Suite SDK (including copies thereof) within two (2) weeks of receipt of such request. In addition, duration of use for certain software of the PS Suite SDK (e.g., the PlayStation®Suite Development Assistant) is technically limited. The license with respect to such software shall automatically and immediately terminate after the expiration of such duration of use, and upon SCE’s request, you shall return or destroy such software (including copies thereof) within two (2) weeks of receipt of such request.
- You shall take all reasonable and proper care of the PS Suite SDK, ensure the full compliance with all SCE’s instructions relating to the maintenance, security, or operation of the PS Suite SDK and notify SCE promptly of any suspected, potential or actual breach of security or other exposure involving the PS Suite SDK.
- SCE shall have the right to inspect the location where you use the PS Suite SDK, any copies thereof, and any Confidential Information (as defined below) in your possession at any time, provided that (i) SCE has given prior oral or written notice (including by electronic means such as email) to you, and (ii) SCE shall comply with your reasonable security procedures.
- SCE may provide technical support of some degree for your use of the PS Suite SDK, via a website to be separately designated by SCE. You shall comply with the terms and conditions posted on such website when using such support.
In the event that SCE permits alterations, additions or modifications to the PS Suite SDK, all right, title and interest in such alterations, additions or modifications shall become the property of, and are hereby assigned to, SCE. You shall have no right, title or interest in the PS Suite SDK (or any portion thereof), or any intellectual property rights therein other than the right to use the PS Suite SDK in accordance with the provisions of this Agreement. You shall not do or cause to be done any act or thing contesting or in any way impairing or tending to impair any of SCE's rights, title and/or interests in or to the PS Suite SDK (or any portion thereof). Title to all Suggestions or any intellectual property rights based upon, derived from, relating to or in connection with your use of the PS Suite SDK hereunder are hereby irrevocably and without any charge assigned to SCE, from the moment of inception, throughout the world and in perpetuity, including the right to make changes therein. You waive any and all rights to the Suggestions including, but not limited to, any moral rights.
Notwithstanding the foregoing paragraph, you shall retain all applicable intellectual property rights in the computer programs or data developed by you during the course of use of the PS Suite SDK hereunder, including derivative works which you create from the PS Suite SDK in source code format in accordance with the provisions of this Agreement (“Your Work”) but no rights are granted to you to commercially exploit Your Work. Upon SCE’s request, you shall provide Your Work to SCE and allow SCE and SCE’s affiliated companies to internally use Your Work.
- You shall hold the PS Suite SDK itself and any other information provided, from time to time, to you from SCE or SCE’s affiliated companies designated as “Confidential” ("Confidential Information") in confidence, using reasonable care to maintain the confidentiality of the Confidential Information. You agree not to use, except for the purposes of this Agreement, any and all of the Confidential Information.
- You shall not release or disclose to any third party Your Work or other product which is developed through use of the PS Suite SDK without SCE’s prior written consent (including by electronic means such as email). In the event that SCE requests to publicize all or a portion of Your Work, you shall use its best efforts to accommodate such request and cooperate with SCE in connection with such publication
- Notwithstanding anything to the contrary set forth herein, you may disclose and/or provide Your Work (along with any part of PS Suite SDK in source code format provided by SCE hereunder) to any third parties for the purpose of development and/or promotion of applications for PlayStation®Suite of you and/or such third parties. Provided that, except in the case that Your Work is the Pre-Approved T&M Product (as defined below), you shall not require nor receive any compensation for such disclosure and/or provision. The “Pre-Approved T&M Product” shall mean the following Your Work for which SCE’s pre-approval was obtained:
a) software tools developed by you pursuant to this Agreement, to be used for the development of applications for PlayStation®Suite; and
b) middleware developed by you pursuant to this Agreement, to be incorporated in applications for PlayStation®Suite and are not executable independently.
You may provide the PS Suite SDK to your subcontractors that have signed an agreement with you to be bound by the terms and conditions that are not less restrictive than those of you hereunder (“Subcontractors”) only for the purpose of exercising your rights and fulfilling your responsibilities pursuant to this Agreement, provided that you shall be fully liable for such Subcontractors’ performance thereof.
7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
The PS Suite SDK is provided "AS IS". SCE, SCE’s affiliated companies and SCE’s licensors expressly disclaim all warranties and conditions, whether express, implied, statutory or otherwise, including but not limited to the implied warranty of merchantability, fitness for a particular purpose and non-infringement. SCE, SCE’S AFFILIATED COMPANIES AND SCE’S LICENSORS EXCLUDE ALL LIABILITY FOR ANY LOSS OF DATA, LOSS OF PROFIT, OR ANY OTHER LOSS OR DAMAGE SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL HOWEVER ARISING, AS A RESULT OF ACCESSING TO OR USING THE PS SUITE SDK OR ANY OF THE CONTENTS, PROGRAMS, FEATURES, SERVICES OR INFORMATION ON OR PROVIDED THROUGH THE PS SUITE SDK. SO LONG AS THIS PROVISION IS ENFORCEABLE IN YOUR JURISDICTION, THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SCE has no obligation to adopt the Suggestions or to maintain and/or update the PS Suite SDK.
8. LEGAL ACTION AGAINST YOUR BREACH
If SCE determines that you have violated the terms of this Agreement, SCE may take all actions to protect its interests. SCE, SCE’s affiliated companies and SCE’s licensors reserve the right to bring legal action in the event of your violation of this Agreement. SCE reserves the right to participate in any government or private legal action or investigation relating to your conduct.
9. COMPLIANCE WITH APPLICABLE LAWS
You shall comply in all respects with all applicable laws, regulations and ordinances in connection with this Agreement, including but not limited to the laws regarding the export of technical data. You shall be solely responsible for obtaining all required permits or licenses. Without limiting the generality of the foregoing, you shall not export or re-export, including deemed exports, any part of the PS Suite SDK, Confidential Information or any materials or products that may have been produced pursuant to this Agreement, to any person, entity and/or country specified in the applicable laws and regulations as a prohibited destination, without first obtaining the relevant government’s approval as well as SCE’s written approval for such disclosure.
10. CHANGES TO THIS AGREEMENT
By using or accessing the PS Suite SDK, you agree to be bound by all current terms of this Agreement. To access a printable, current copy of this Agreement, go to https://www.scei.co.jp/pss/sdk/eula.html. SCE, at its sole discretion, may modify the terms of this Agreement at any time. Your continued access to or use of the PS Suite SDK will signify your acceptance of any changes to this Agreement.
- In the event that any provision of this Agreement (or portion thereof) is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.
- This Agreement shall be governed by, and construed and interpreted in accordance with the laws of Japan, excluding that body of law related to choice of laws, and the parties irrevocably agree for the exclusive benefit of SCE that Tokyo District Court shall have jurisdiction to adjudicate any proceeding, suit or action arising out of or relating to this Agreement. However, nothing contained in this Section shall limit the right of SCE to take any such proceeding, suit or action against you in any other court of competent jurisdiction, nor shall the taking of any proceeding, suit or action in one or more jurisdictions preclude the taking of any other such proceeding, suit or action in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You irrevocably waive any rights to object to or challenge the appropriateness of said forums.
- You may not assign this Agreement and any of its rights hereunder, nor delegate or otherwise transfer any of its obligations hereunder, to any third party unless the prior written consent of SCE shall first be obtained (including by electronic means such as email). Subject to the foregoing, this Agreement shall inure to the benefit of the parties and their respective successors and permitted assigns. SCE shall have the right to assign any and all of its rights and obligations hereunder to SCE’s affiliated companies.
- No failure or delay by SCE in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. Any such waiver must be in writing and signed by SCE. No wavier by SCE of any provision of this Agreement shall be construed as a waiver of any other provision of this Agreement, not shall such waiver operate or be construed as a waiver of such provision in respect of any future event or circumstance.
- This Agreement constitutes the entire agreement between us and supersedes all prior or contemporaneous agreements, proposals, representations, understandings and communications between us, whether oral or written, with respect to the subject matter of this Agreement. You are not relying upon any statement, representation, warranty or understanding, whether negligently or innocently made, of any person other than as expressly set out in this Agreement.
©2012 Sony Computer Entertainment Inc. All rights reserved