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LIMITED LICENSE AGREEMENT FOR THE USE OF THE CRYENGINE®

AS OF MARCH 20, 2018 ("EFFECTIVE DATE")

This limited license agreement (this "Agreement") for the use of the CRYENGINE is entered into between Crytek GmbH, Frankfurt/Main, Germany ("Crytek") and you, the user (the "Licensee" or "You").

The Agreement is made effective beginning on the date on which you, the Licensee, first accept this Agreement, create a new CRYENGINE account, start a new Game, or download, install, load or otherwise use a version of CRYENGINE issued upon or after the Effective Date or change the CRYENGINE version of an existing Game to a version issued after the Effective Date (whichever occurs first).

By doing so, you, the Licensee, agree to all terms and conditions of this Agreement or in the accompanying documentation. You should read this Agreement carefully before the Start Date. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use the CRYENGINE.

You agree to check www.cryengine.com periodically for new information and terms that govern your use of CRYENGINE. Crytek may modify this Agreement at any time. Crytek will inform you about revisions to this Agreement by email and/or by a notice on our home page and/or during log in. Revisions to terms affecting existing CRYENGINE 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 CRYENGINE.

Other policies which apply with respect to the CRYENGINE include without limitation:

  • Crytek's general Terms of Service;
  • Crytek's Privacy Policy.

If you have already started development of a Game under the Limited License Agreement for the Use of the CRYENGINE in effect before the Effective Date (see here the following shall apply:

  • If you register your Game no later than June 30, 2018, you do not upgrade to CRYENGINE version 5.5 or a succeeding version and the Game never uses CRYENGINE version 5.5 or a succeeding version then the previous license shall continue to apply. Only one Game per Licensee can be registered;
  • If your register your Game later than June 30, 2018 then this current Agreement shall apply (no matter which CRYENGINE version you use);
  • If you download version CRYENGINE 5.5 or a succeeding version or upgrade your Game to CRYENGINE to 5.5 or a succeeding version at any time then this current Agreement shall apply (regardless if you have registered your Game on or before June 30, 2018).

1. Definition

1.1. "CRYENGINE": the software called "CRYENGINE" as offered by Crytek for certain Platforms in object code or source code, including the CRYENGINE Assets, the CRYENGINE Documentation, the CRYENGINE Tools, the CRYENGINE Redistributables and any updates thereto as made available by Crytek at its sole discretion.

1.2. "CRYENGINE Assets": the audiovisual files included in the CRYENGINE as distributed by Crytek in its sole discretion.

1.3. "CRYENGINE Documentation": the documentation setting forth the functionality of the CRYENGINE as published form time to time by Crytek.

1.4. "CRYENGINE Tools": the editors and other tools included in the CRYENGINE that may be used to develop products based on the CRYENGINE.

1.5. "CRYENGINE Redistributables": the redistributable parts of the CRYENGINE in object code as indicated in the CRYENGINE Documentation.

1.6. "Game(s)": an interactive product for a certain Platform (which might have CRYENGINE Assets embedded) in object code form including the CRYENGINE Redistributables for the sole purpose of entertainment, developed and compiled by using the CRYENGINE pursuant to its documentation. Under this Agreement the following will not be considered Games:

  • military projects;
  • gambling;
  • simulation (technical, scientific, other);
  • science;
  • architecture;
  • pornography;
  • Serious Games.

1.7. "Gross Receipts": any and all monies derived from the exploitation of the Game at source (i.e. if the monies have been received by you or any other entity or person) in all territories and on all platforms (whether in the form of sales, subscriptions, commissions, advertising fees, in-app purchases, crowdfunding, or otherwise) and in all media net of value added ta, cancellations and refunds.

1.8. "License": defined in Sec. 2.

1.9. "Platform(s)": all platforms as announced and offered by Crytek in its sole discretion (currently Microsoft Windows, Linux, Sony Playstation 4 and Microsoft Xbox One).

1.10. "Royalties": the royalties as defined in Sec. 3.

1.11. "Serious Games", i.e. ‘games' which are not developed for the sole purpose of entertainment but for purposes training, simulation, science, architecture etc.

1.12. "Support": the support against payment of the Support Fee as announced and offered by Crytek in its sole discretion. The different support services may be defined in different tiers. For certain support services additional payments besides the Support Fee may apply in each tier.

1.13. "Support Fee": the fee for certain Support for a Support Period as announced by Crytek. Crytek may change the Support Fee for future Support at its sole discretion.

1.14. "Support Period": the period the Licensee has paid the Support Fee.

2. Grant of License

2.1. Grant: Subject to strict and continuous compliance with the restrictions of this Agreement and the payment of the Royalties set forth in Sec. 3 below Crytek grants to Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited license (the "License") only:

2.1.1. to install and run the CRYENGINE pursuant to the CRYENGINE Documentation;

2.1.2. to develop, maintain, extend and/or enhance CRYENGINE pursuant to the CRYENGINE Documentation. However, you are not allowed to combine CRYENGINE with code from other game engine providers;

2.1.3. to develop Games using CRYENGINE and to render such Games in object code form (including the CRYENGINE Assets and the CRYENGINE Redistributables but not the CRYENGINE Tools) pursuant to the CRYENGINE documentation;

2.1.4. publish, distribute, sell, sublicense or exploit in any other way Games in object code form only and only under terms consistent with and no less protective of Crytek's rights than those contained in this Agreement in perpetuity.

2.2. If Licensee plans to commercially exploit a Game, Licensee shall give notice to Crytek three (3) months prior to the approximate commercial release date of such Game via email to release@cryengine.com. Crytek in its sole discretion may promote Licensee's Game via Crytek's websites and/or social media channels subject to Licensee's approval of such promotion.

2.3. If you are a student or a member of an academic institution you are in addition entitled to develop games and Serious Games of any kind using CRYENGINE and to render such Serious Games in object code form (including the CRYENGINE Assets and the CRYENGINE Redistributables) pursuant to the CRYENGINE documentation. However, the student is in no case entitled to commercially exploit such Serious Games without Crytek's explicit prior written approval. In case the student wants to monetize the Game he needs to contact contact@cryengine.com. If monetization will be allowed is subject to Crytek's sole discretion.

2.4. Restrictions on Use: Crytek reserves all rights not expressively granted in this Agreement. Without limitation, Licensee shall not:

  • distribute, sublicense or exploit in any other form:
    • the CRYENGINE (except for the Redistributables), e.g. as a stand-alone development engine;
    • the CRYENGINE Documentation;
    • the CRYENGINE Tools;
  • use the CRYENGINE for the development of any product other than Games, including without limitation:
    • military projects
    • gambling;
    • simulation (technical, scientific, other);
    • science;
    • architecture;
    • pornography;
    • Serious Games.
  • combine CRYENGINE with code from other game engine providers;
  • remove any technical safeguards from the CRYENGINE (if any);
  • copy, replicate or mimic Crytek's games;
  • remove, modify or substitute any trademark, copyright or proprietary notices from the CRYENGINE,
  • infringe or violate any intellectual property or proprietary, personal, moral or other rights or the privacy of Crytek or any third party;
  • use CRYENGINE for applications that are unlawful or offensive under applicable laws;
  • use the CRYENGINE to develop cheats, hacks or similar applications;
  • transfer or assign the License or this Agreement.

2.5. Intellectual Property Rights: CRYENGINE and all copyrights, trademarks, and all other conceivable intellectual property rights related thereto are owned by Crytek or its affiliates and are protected by German, US and other national and international law. Licensee shall have no ownership or intellectual property rights in or to CRYENGINE, including, without limitation, all copyrights related thereto.

3. Royalties

3.1. Royalty Percentage: In compensation for the grant of the license set forth in Sec. 2 you shall pay the following Royalties to Crytek: 5% of the Gross Receipts.

3.2. Royalties "at Source": For avoidance of doubt: the Royalties are calculated "at source". That means: irrespective if you (as self-publishers) or a third party (publisher, platform owner etc.) receives the Gross Receipts you always have to pay Royalties based on the Gross Receipts without any deductions. By way of example: If your publishers receives Gross Receipts of USD 100,000.00 and you only get forwarded 70% you still have to pay USD 5,000.00 as Royalty.

3.3. Exceptions from Royalty Payment: In the following cases only no Royalties are payable:

  • on the first USD 5,000.00 of Gross Receipts per year from release and per Game;
  • pure service and work for hire compensation without any share in Gross Receipts;
  • Gross Receipts you make on Crytek's CRYENGINE Marketplace;
  • Gross Receipts from Game derived merchandise which does not use CRYENGINE;
  • Awards (from third parties which are not publishers of the Game) granted for the Game;
  • donations that are not used for developing the Game;
  • if royalties from your publisher are set off against advances/minimum guarantees if you have already paid Royalties on such advances/minimum guarantees. In other words: you do not have to pay twice.

3.4. Royalty Statements: Detailed royalty statements (including without limitations: units sold per country, cancellations, refunds, chargeback etc.) shall be due thirty (30) days from the end of every calendar quarter. The first royalty statement shall be due thirty (30) days from the end of the quarter in which the first commercialization of the Game occurs.

3.5. Auditing Rights: For an audit of his accounting, Licensee shall allow not more than once per calendar year inspection of his books and documents (including, but not limited to third party contracts in connection with the exploitation of the game, invoices, receipts and bank accounts for payment) by a third party obliged to professional secrecy (lawyer, tax adviser or certified public accountant) who has been mandated by Crytek. Crytek shall provide thirty (30) days advance notice of its intent to audit and the Parties shall have to agree on a mutually acceptable date. If the divergence resulting from such audit amounts to more than five per cent for Crytek's account, Licensee shall bear the cost of the audit.

4. Copyright Notice and Trademarks

4.1. Copyright Notice and Trademarks The splash screen, credits screen, documentation and packaging (if any) as well as the marketing material (print, online etc.) of the Game shall include the following wording: "Portions of this software are included under license © 2004-201_ Crytek GmbH. All rights reserved." Crytek's copyright notices shall be no less prominently displayed than Licensee's own copyright notices. Crytek grants Licensee the right to use the trademarks "Crytek" and "CRYENGINE" only to promote the Game. The splash screen, credits screen, documentation and packaging (if any) as well as the marketing material (print, online etc.) of the Game shall include the trademarks "Crytek" and "CRYENGINE". Licensee shall use the trademarks as made available online by Crytek within eight (8) weeks before the final design of the respective material. Crytek's trademarks shall be no less prominently displayed than Licensee's own trademarks.

4.2. The design of the splash screen, the credits screen, the documentation, the packaging and the marketing material is subject to Crytek's prior written approval regarding Crytek's copyright notice and trademarks. The approval shall be deemed given if Crytek does not give any notice within ten (10) days from receipt of a sample.

5. Support

5.1. For Licensees who have not purchased Support Crytek may or may not render support at its sole discretion.

5.2. Licensees may decide to purchase Support for a certain Support Period against payment of a Support Fee. The exact scope of Support shall be defined and offered by Crytek on its website or otherwise. The following basic rules apply:

  • All Support services are subject to payment of the Support Fee requesting the Support. No Support shall be rendered after the Support Period expired.
  • Support is available in the English language only (both for requests for Support and Support services).
  • Crytek may offer certain additional support services (e.g. packages of certain amounts of hours of support services) during the Support Period, which may be subject to the payment of fees in addition to the Support Fees as set forth on Crytek's website. If Licensee has purchased packages of hours of support services then the rendering of such support services are subject to a valid subscription of Support. Crytek shall not be obligated to render support services under such packages after the Support Period has expired.
  • In no case does Crytek warrant any results or success of Support, only the rendering of Support services.
  • Crytek reserves the right to accept or reject Support requests for development services, new features, porting and the like at its sole discretion. The acceptance of Support requests may be subject to further condition as determined by Crytek in its sole discretion, e.g. time and cost forecasts, providing details of hardware configuration, software configuration (including driver versions), error logs, screens shots and detailed reproduction steps. Crytek may also require access to the source code of the Game.
  • The Parties agree that the primary means of communication shall be by electronic mail or submission of Support requests to an online software tool established for this purpose by Crytek.
  • In case of training the details of the training (especially the dates) are subject to further consultation between the parties. In case of onsite training Licensee shall bear all costs (if any) for traveling, as well as 4-stars accommodation and meals of Crytek's staff involved.

6. Warranty, Indemnification

6.1. CRYTEK WARRANTY DISCLAIMER. CRYTEK GIVES NO WARRANTY. SOFTWARE IS DELIVERED "AS IS". CRYTEK DOES NOT MAKE AND HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRATICE.

6.2. CRYTEK INDEMNIFICATION DISCLAIMER.

A. In case that German law applies:

6.2.1. Crytek is liable for damages, regardless on which legal basis (be it contract, tort or otherwise) only if (a) such damages are cause by violation of essential obligations of this Agreement (Kardinalpflichten) for Crytek's negligence or intent (Verschulden) which endangers the purpose of the Agreement; or (b) such damages are caused by Crytek's gross negligence or intent.

6.2.2. In case that Crytek is liable for the violation of an essential obligation of this Agreement (Kardinalpflicht) without acting with gross negligence or intent then the liability is limited to amount of payments received from the respective Licensee.

6.2.3. If Crytek is liable for damages pursuant to Section (a) above for gross negligence or intent of Crytek staff other than the managing directors then the liability is also limited to the amount set forth in Section (b).

6.2.4. Crytek is not liable for indirect or consequential damages (Mangelfolgeschäden), loss of profits or frustrated costs if such damages are not a result of gross negligence or intent of Crytek's managing directors.

6.2.5. The exclusion or limitation of liability pursuant to this Sec. 5 also applies with respect to claims against Crytek's staff or contractors.

6.2.6. The liability of Crytek with respect to death, bodily injury or health, a guarantee by Crytek (if any) or pursuant to the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

6.2.7. If the Licensee is also liable for certain damages then Crytek shall bear an amount of such damages in accordance to its contributory negligence (Mitverschulden). With respect to the User's responsibility for reduction of damages (Schadensminderungsobligenheit) the Licensee is responsible for regular back-ups of its data and in case of an assumed bug shall take all further reasonable measures. In case of loss of data Crytek is thus liable only to the extent that such loss of data would have occurred in case of a due data back-up as well.

B. In case that German law does NOT apply:

INDEMNIFICATION DISCLAIMER. EXCEPT FOR INTENTIONAL ACTS OR OMISSIONS OF CRYTEK, IN NO EVENT SHALL CRYTEK BE LIABLE FOR ANY DAMAGES, INCLUDING 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CRYTEK'S MAXIMUM AGGREGATE LIABILITY TO LICENSEE IN CONNECTION WITH OR IN ANY MANNER RELATED TO THIS AGREEMENT (WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY OR ON BEHALF OF LICENSEE TO CRYTEK UNDER THIS AGREEMENT. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE AMOUNT OF THE COMPENSATION CONTEMPLATED UNDER THIS AGREEMENT.

6.3. Licensee Indemnification: Licensee shall indemnify and hold harmless Crytek against all costs and expenses (including reasonable attorney's fees and expenses) and all other liability related to any claim on Licensee's use of the CRYENGINE.

7. Feedback

You are not obliged to report to Crytek any feedback, bug fixes and optimizations made to the CRYENGINE (including the CRYENGINE Tools) (collectively the "Feedback"). However, if you report Feedback to Crytek you hereby grant Crytek a worldwide, non-exclusive, royalty-free, transferrable, sub-licensable and perpetual license to such Feedback for the purposes of (1) using the Feedback internally at Crytek, (2) incorporating the Feedback in future releases of the CRYENGINE and (3) distributing the CRYENGINE with the embedded Feedback to third parties without restriction in any way and without payment of any additional fees or royalties to Licensee. Crytek acknowledges that it does not obtain any rights in any Game itself.

8. Term and Termination

8.1. The Term of this Agreement and the license granted herein begin on the Start Date and remain in full force and effect unless terminated as set forth in this Agreement.

8.2. Crytek shall be entitled to terminate this Agreement with three (3) months' notice. However, if Licensee has registered a Game before Crytek has issued such notice the License for such Game shall remain unaffected. 8.3. Crytek shall be entitled to terminate this Agreement for Licensee's breach of this Agreement of any kind with or without cure notice.

8.4. Upon the termination or expiration of this Agreement, any and all rights of Licensee hereunder shall terminate without prejudice to any rights or claims Crytek may have, Licensee shall have no right to use the CRYENGINE in any manner. All rights granted hereunder shall revert, without notice, to and be vested in Crytek. Upon termination or expiration Licensee shall immediately destroy all copies of the CRYENGINE in its possession, custody or control. However, the right to distribute Games as set forth in Sec. 2.1.4. developed and compiled until the effectiveness of a regular termination or termination for breach by Crytek shall survive a regular termination or termination for breach by Crytek.

8.5. Termination 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. The provisions of this Agreement which by their terms or sense are intended to survive shall survive cancellation, expiration or termination of this Agreement.

9. General Provisions

9.1. Oral agreements have not been made. This Agreement supersedes all prior agreements made between the Parties regarding CRYENGINE. This Agreement and any other general term published by Crytek reflect the entire agreement and understanding of the Parties with respect to its subject matter. For avoidance of doubt: this Agreement cannot be combined with agreements regarding CRYENGINE entered into in the past.

9.2. 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.

9.3. 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.

9.4. This Agreement shall be governed and construed by the laws of Germany. 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.

9.5. CRYENGINE contains third party code listed at the end of this Agreement, in a READ ME file and in any other way. Such code is distributed under its own license terms as indicated. These third party licenses are incorporated by reference. In case of a conflict between the third party license and this Agreement the third party license shall prevail.

9.6. For Licensees subject to the law of the EU which are consumers the following shall apply:

Right of Revocation

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us, Crytek GmbH, Hugo-Junkers-Str. 3, 60386 Frankfurt am Main, fax +49 69 219 77 66 99, mail: (revocation@cryengine.com)[mailto:revocation@cryengine.com], of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract)

To Crytek GmbH, Hugo-Junkers-Str. 3, 60386 Frankfurt am Main, fax +49 69 219 77 66 99, mail: (revocation@cryengine.com)[mailto:revocation@cryengine.com]:
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
Ordered on (*)/received on (*),
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date

YOUR RIGHT OF REVOCATION WILL PREMATURELY EXPIRE IF BOTH PARTIES HAVE COMMENCED PERFORMANCE AND FULFILLED OBLIGATIONS UNDER THESE TERMS AND CONDITIONS PRIOR TO EXECUTING YOUR REVOCATION RIGHT.

BY ACCEPTING BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.