SOFTWARE LICENSE AGREEMENT


IMPORTANT - READ CAREFULLY: BATTLEZONE II: COMBAT COMMANDER (THE "PROGRAM ") CONTAINS A MISSION EDITOR ("EDITOR") THAT ALLOWS YOU TO CREATE CUSTOMIZED NEW GAME MISSIONS AND OTHER RELATED GAME MATERIALS FOR PERSONAL USE IN CONNECTION WITH THE PROGRAM ("NEW GAME MATERIALS"). THE USE OF THE EDITOR IS SUBJECT TO THE SOFTWARE LICENSE TERMS SET FORTH BELOW. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT WITH ACTIVISION, INC. ("ACTIVISION"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "DO NOT ACCEPT" BUTTON AND RETURN TO THE GAME.

LIMITED USE LICENSE. Activision grants you the non-exclusive, non-transferable, limited right to use the Editor for the purpose of creating New Game Materials solely and exclusively for personal use. For purposes of this Agreement, "New Game Materials" represent computer data that modifies, substitutes for or adds new materials to the materials currently contained in the Product, thus modifying or replacing one or more existing game missions and other constituent elements provided in the Product. You shall not create New Game Materials, or tools that have no substantial purpose other than to contribute to the creation of New Game Materials, except as expressly permitted pursuant to this Agreement. All rights not specifically granted under this Agreement are reserved by Activision and, as applicable, its licensors. The Editor is licensed, not sold. Your license and the use of the Editor confers no title or ownership in the Editor or the New Game Materials created using the Editor and should not be construed as a sale of any rights in the Editor or such New Game Materials.

* OWNERSHIP. All title, ownership rights and intellectual property rights in and to the Editor and the New Game Materials created by you using the Editor are owned by Activision or its licensors and are protected by the copyright laws of the United States, international copyright treaties and conventions and other laws. In the event that  you should, by operation of law, be deemed to retain any rights in any New Game Materials created by you, you, by using the Editor,  hereby irrevocably assign, without any further consideration and regardless of any use by Activision of such New Game Materials, all of your rights and interest, if any, in and to such New Game Materials to Activision. You also hereby grant Activision an irrevocable, perpetual, exclusive, fully paid and royalty-free license to exercise any rights, including moral rights, to any and all aspects of the New Game Materials. You agree that Activision shall have the full and complete right to package, publish, print, copy, promote, market, distribute, transfer and display the New Game Materials created by you and prepare derivative works based upon such New Game Materials, and any derivative works thereof, anywhere throughout the world. 

LICENSE CONDITIONS.  
* You agree that as a condition to Activision's consent to allow you to use the Editor, you will not use or allow third parties to use the Editor and the New Game Materials created by you for commercial purposes, including but not limited to selling, renting, leasing, licensing, distributing, or otherwise transferring the ownership of such New Game Materials, whether on a stand alone basis or packaged in combination with the New Game Materials created by others, through any and all distribution channels, including, without limitation, retail sales and on-line electronic distribution. You agree not to solicit, initiate or encourage any proposal or offer from any person or entity to create any New Game Materials for commercial distribution. You agree to promptly inform Activision in writing of any instances of your receipt of any such proposal or offer.
* If you decide to make available the use of the New Game Materials created by you to your friends, family, co-workers and other fellow gamers, you agree to do so solely without charge. 
* You shall create New Game Materials only if such New Game Materials can be used exclusively in combination with the retail version of the Product. The New Game Materials may not be designed to be used as a stand-alone product.
* New Game Materials shall not contain modifications to any COM, EXE or DLL files or to any other executable Product files.
* New Game Materials must not contain any illegal, obscene or defamatory materials, materials that infringe rights of privacy and publicity of third parties or (without appropriate irrevocable licenses granted specifically for that purpose) any trademarks, copyright-protected works or other properties of third parties.
* New Game Materials must contain prominent identification at least in any on-line description and with reasonable duration on the opening screen: (a) the name and E-mail address of the New Game Materials' creator(s) and (b) the words "THIS MATERIAL IS NOT MADE OR SUPPORTED BY ACTIVISION."
* You will not use the Editor to reverse engineer, extract source code, modify, decompile or disassemble the Program, in whole or in part. 

TERMINATION. Without prejudice to any other rights of Activision, this Agreement will terminate automatically if you fail to comply with its terms and conditions. In such event, you must immediately discontinue the use of the Editor and any New Game Materials created using the Editor.

INJUNCTION. Because Activision would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that Activision shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Activision may otherwise have under applicable laws.

INDEMNITY.  You agree to indemnify, defend and hold Activision, its partners, licensors, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Editor pursuant to the terms of this Agreement 

MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected. This Agreement shall be construed under California law as such law is applied to agreements between California residents entered into and to be performed within California, except as governed by federal law and you consent to the exclusive jurisdiction of the state and federal courts in Los Angeles, California. 

If you have any questions concerning this license, you may contact Activision at 3100 Ocean Park Boulevard, Santa Monica, California 90405, (310) 255-2000, Attn. Business and Legal Affairs, legal@activision.com.

