Zero Engine End User License Agreement
Updated 264 Days Ago

This agreement is a legal document between you, including, if you are not an individual, any entity that controls, is controlled by, or is under common control with you, where "control" means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question ("You" or "Your"), and DigiPen Institute of Technology, Inc. ("DigiPen"), for the use of, integration of, or creation of a plugin using the DigiPen Zero Engine Software and any updates or upgrades to the Zero Engine Software made available by DigiPen ( "Zero Engine" or "Engine") and any code, artwork, or other content that DigiPen makes available to you for use with the Engine Code or otherwise hereunder ("Content", together "Licensed Technology") into or in conjunction with Your products, software and hardware. Software includes, among other things, software developed by DigiPen, material licensed to DigiPen by third parties, and associated documentation. By downloading or using this Licensed Technology or any related content, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not download or use this software or any related content.

1. License Grant

  • 1.1 Development License: Subject to the terms and conditions hereof, DigiPen grants you a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) limited license to use, reproduce, display, perform, and modify the Licensed Technology solely for use in the development of a product, service, software, or hardware developed under this Agreement that is made using the Licensed Technology or that combines the Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used ("Product"), and to distribute and sublicense the Licensed Technology for the purposes described below (the "License"). The License does not grant you any title or ownership of the Licensed Technology.
  • 1.2 Distribution License and Sublicensing: You may only provide the Licensed Technology or otherwise make a copy of the Licensed Technology available, or to make the functionality of the Licensed Technology available on or through a network ("Distribute") as follows:
    • (a) Distribution of Licensed Technology to end users: You may distribute the Licensed Technology incorporated in object code format only as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology.
    • (b) Distribution of Engine Code to other DigiPen Licensees: You may Distribute Engine Code (including as modified by you under the License) in source code or object code format, to another DigiPen licensee of the Licensed Technology who has rights under its license to the same Version of the Engine Code or Content that you are Distributing, only on DigiPen approved services. "Engine Code" means the source code and object code of the Zero Engine, including any future Versions, as made available to you by DigiPen under this Agreement, and any object code compiled from that Source Code.
    • (c) Distribution of Engine Tools: Any public Distribution which includes Engine Tools (including as modified by you under the License) may take place only with DigiPen’s prior written consent. "Engine Tools" means (i) editors and other tools and content included with the Engine; (ii) any code and distributed with or generated by the engine, including in object code format, whether statically or dynamically linked; and (iii) other software that may be used to develop standalone products based on the Licensed Technology.
    • (d) Distributions to employees and contractors: You also may Distribute Content to a DigiPen licensee of the Licensed Technology who is your employee or your contractor who does not have rights under their license to the same Content or Engine Code, but only to permit that licensee to use that Content or Engine Code in good faith to develop a Product on your behalf for Distribution by you under the License, and not for the purpose of Content pooling or any other Distribution or sublicensing of Content that is not permitted under this Agreement. Recipients of such a Distribution have a limited license to use, reproduce, display, perform, and modify that Content to develop your Product as outlined above, and for no other purpose.
  • 1.3 Limitations and Restrictions:
    • (a) No Sublicensing: You may not sublicense the Licensed Technology in Source Code format. You may not sublicense the Licensed Technology in object code format, or any Content, except to grant end users the ability to use, or to permit your publishers and distributors to market and Distribute, a Product that you Distribute as permitted in Section 1.2 above.
    • (b) Notice of Release: When you release a Product, any product content, or Distribute it to the public or to end users or where you will receive revenue from the Product , you must provide DigiPen with at least 30 days advance notification, including the name of the Product, the format of distribution, the unique Product id (where applicable), and the distribution channel(s).
    • (c) General Limitations and Restrictions: Except as specifically provided herein, You may not, in whole or in part: (i) copy the Licensed Technology, (ii) distribute copies of the Licensed Technology, in whole or in part, to any third party, including any distribution of the Licensed Technology on a standalone basis (other than binaries or libraries compiled into Your Licensed Technology as part of using the Licensed Technology); (iii) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works based on the Licensed Technology, except as otherwise permitted by law; (iv) use, rent, loan, sub-license, lease, distribute, or attempt to grant other rights to the Licensed Technology to third parties; (v) remove any copyright or trademark identification or notices from the Licensed Technology, including without limitation any watermarks, or (vi) use the Licensed Technology to act as a service bureau or application service provider, or to permit access to the Licensed Technology by any third party.
    • (d) Use of DigiPen Trademarks: Except in conjunction with Your use of the Licensed Technology, nothing in this Agreement shall give You the right or license to use any trademarks, service marks, trade names, and logos used in connection with the Licensed Technology or other DigiPen intellectual property including without limitation "DigiPen", "Zero Engine", and/or any marks of DigiPen’s providers and suppliers ("DigiPen Trademarks").
    • (e) Non-Compatible Licenses: You may not combine, Distribute, or otherwise use the Licensed Technology with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Licensed Technology be governed under any terms other than those of this Agreement ("Non-Compatible License"). Code or content under the following licenses, for example, are prohibited: GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), or Creative Commons Attribution-ShareAlike License. Code or content under the following licenses, for example, are allowed: BSD License, MIT License, Microsoft Public License, or Apache License. You may not sublicense the Licensed Technology under a Non-Compatible License.
    • (f) Specific Restrictions: You may not engage in any activity with respect to the Licensed Technology, including as incorporated into a Product, (i) for operation of nuclear facilities, aircraft navigation, aircraft communication systems or air traffic control machines, or for military use in connection with live combat; (ii) in violation of any applicable law or regulation; (iii) that misappropriates any of DigiPen’s other products or services; (iv) in support of a claim by you or any third party that the Licensed Technology infringes a patent. You also may not sell or grant a security interest in the Licensed Technology.

2. User License

The Licensed Technology is licensed to you for use by a single User. The User may store the Licensed Technology on any of the User’s computers, but the Licensed Technology cannot be shared with others (including any other employees or agents) except through a permitted Distribution as described above. "User" means an individual user who uses a valid Account to access the Licensed Technology. If you are an individual, "User" means you. For legal entities, "User" means the individual employee or agent through whom you are exercising rights under this Agreement. In order to access and download the Licensed Technology, you must set up an Account. You may not share or allow others to use your Account. You are responsible for the security of your Account and for all activity that takes place under your Account. "Account" means a user account with a unique ID and associated password selected by you, or any other unique identification method provided by the user, which enables you to download the Licensed Technology under the License.

3. New Versions and Content

During the term of your License, you will be entitled to access future Versions of the Engine Code and new Content that DigiPen chooses to make available to you. DigiPen does not have any obligation to make new Versions of the Engine Code or new Content available, nor does DigiPen have any obligation to continue to make available for access or download any or all Versions of the Engine Code or Content. However, any Versions of the Engine Code and Content that DigiPen has made available to you are considered part of the Licensed Technology and may be used under the License (as amended by that amendment). "Version" means any updated or upgraded version of the Engine Code or Content or any other Licensed Technology that DigiPen chooses to make available to the public.

4. Ownership

DigiPen or its licensors own all title, ownership rights, and intellectual property rights in the Licensed Technology which is protected by copyright, patent and trade secret laws. You own all rights in the Products you develop under the License, other than the Licensed Technology, Third Party Software, and any Contributions. All design elements of the Licensed Technology, including but not limited to the design, text, graphics, interfaces and the selection, and arrangement thereof, are protected by copyrights owned by DigiPen. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise. Any attempted sublicense under this Agreement that is not consistent with the terms of this Agreement will be null and void. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO DIGIPEN INSTITUTE OF TECHNOLOGY. Trademark notices on company, publication, and product names of unrelated entities are for informational purposes only and are not intended as a claim of right by DigiPen. Other product, publication, and company names herein may be the trademarks of their respective owners. You will take those reasonable steps necessary to protect DigiPen and its suppliers’ proprietary rights in the Licensed Technology related to Your use and possession of the same.

5. Proprietary Notices and Attribution

You agree to retain and reproduce in all copies of the Licensed Technology the copyright, trademark, and other proprietary notices and disclaimers of DigiPen and third parties as they appear in the Licensed Technology. You agree to place the following notices in the credits and on the primary load screen for any Product (replacing xxxx with the current year):

Trademark Notice
"[Product name] uses the Zero Engine. Zero Engine is a trademark or registered trademark of DigiPen Institute of Technology in the United States of America and elsewhere."
Copyright Notice
"Copyright 2018 – xxxx, DigiPen USA Corp. All rights reserved."

No other license or right in the DigiPen Trademarks is granted under this Agreement. All use of the DigiPen Trademarks will inure to the sole benefit of DigiPen. You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the DigiPen Trademarks or cause consumer confusion or diminish any goodwill relating to any DigiPen Trademarks. If you wish to make further use of the DigiPen Trademarks, please go to ___________________.

6. Royalty

For products released within a published time frame after the launch date of the Zero Engine licensing program, the License is provided to You on a royalty-free basis. Following the published time frame of the Term, You agree to pay DigiPen a royalty equal to the percentage of all worldwide Gross Revenue actually attributable to each Product, regardless of whether that revenue is received by you or any other person or legal entity, described on the royalty schedule here https://dev.zeroengine.io/u/royalties. The royalty is based on Gross Revenue from end users, regardless of whether you sell your Product to end users directly, sell your Product to, or otherwise collect revenue from your Product to other developers to produce their own works, self-publish via an app store or any similar store, or receive revenue through a publisher. Royalties that you pay on an advance payment of revenue for a Product that is recoupable by the payer, such as a publisher, may be credited against future royalty payments that you incur under this Agreement for that Product. Royalties must be reported and paid on a per-Product basis. The royalty will be payable under this Agreement with respect to each Product for as long as any Licensed Technology (including as modified by you under the License) incorporated in or used to make the Product is protected under copyright or other applicable intellectual property law. "Gross Revenue" means the sum of (a) revenue resulting from any and all sales of a Product to end users through any and all media, including but not limited to digital and retail; (b) revenue resulting from any and all in-app purchases, downloadable content, microtransactions, subscriptions, sale, transfer, or exchange of content created by end users for use with a Product, or redemption of virtual currency, either within a Product or made externally but which directly affect the operation of the Product; (c) revenue from any Kickstarter or other crowdfunding campaign which is directly associated with Product access or in-Product benefit (e.g., in a multi-tiered campaign, if an amount is established in an early tier solely for Product access, your royalty obligation will apply to that amount for each backer with the same access, but not on additional amounts in higher tiers based on ancillary benefits); (d) revenue from in-app advertising and affiliate programs; (e) revenue from advance payments for a Product (from a publisher or otherwise); and (f) revenue in any other form actually attributable to a Product (unless excluded below).

7.Payments

Within 45 days after the end of each calendar quarter in which a Product earns Gross Revenue, you must pay to DigiPen the full amount of the royalty due for that quarter and send DigiPen a royalty report on a per Product basis. Detailed information on royalty reporting and payment can be found at https://dev.zeroengine.io/u/royaltyreport. DigiPen reserves the right to charge a 2% late fee, per calendar quarter (compounding), for any amounts unpaid after the required due date. You are responsible for all taxes on all payments required to be made by you under this Agreement (other than taxes that DigiPen is obligated to pay on its income, which are DigiPen’s responsibility). If you are required by a government agency to reduce your payment to DigiPen for any reason, you are required to provide sufficient documentation to DigiPen supporting the withholding.

8. Records and Audits

You agree to keep accurate books and records related to your development, manufacture, Distribution, and sale of Products and related revenue. DigiPen may conduct reasonable audits of those books and records. Audits will be conducted during business hours on reasonable prior notice to you. DigiPen will bear the costs of audits unless the results show a shortfall in payments in excess of 5% during the period audited, in which case you will be responsible for the cost of the audit.

9. Support

DigiPen provides limited technical support for the Licensed Technology, as further described here https://dev.zeroengine.io/w/zerohub_support/.

10. Feedback and Contributions

If you provide DigiPen with any Feedback, DigiPen is free to use the Feedback however it chooses without restriction or limitation of any kind. All Contributions provided to DigiPen may be used as described in Section 1.2(e). You may continue to freely use any Feedback that you provide to DigiPen, and you may continue to use, in any manner consistent with the license granted in Section 1.2(e), any Contribution that you make available to DigiPen. You understand and agree that DigiPen is not required to make any use of any Feedback or Contribution that you provide. You agree that if DigiPen makes use of your Feedback or Contribution, DigiPen is not required to credit or compensate you. You represent and warrant that you have sufficient rights in any Feedback or Contribution that you provide to DigiPen to grant DigiPen and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights. "Contribution" means any code, whether in source code format or object code format, or any other information or content that you make available to DigiPen by any means. In addition, the mere use of code or content with the Licensed Technology, without making that code or content available to DigiPen, does not constitute a Contribution. "Feedback" means any feedback or suggestions that you provide to DigiPen regarding the Licensed Technology that are not Contributions.

11. DigiPen Marketing Rights

DigiPen may use your trademarks, service marks, trade names, and logos used with any Product, as well as publicly released screenshots and video content from the Product, in connection with DigiPen’s marketing, advertisement, and promotion of the Zero Engine in any and all media without restriction.

12. Data Collection

DigiPen may collect analytic and performance information regarding the Licensed Technology through periodic server calls by the Licensed Technology. You acknowledge that, as a default setting, the Engine Code will not collect and send to DigiPen anonymous hardware and usage data from end users of Products. If this setting is turned on, this functionality is used by DigiPen only to improve the Engine Code.

13. Third Party Software

The Engine Code includes Third Party Software components. If Third Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for Third Party Software components can be found in the installation directory for each engine version. By entering into this Agreement and using Third Party Software, you are accepting the terms of those licenses. In this case, the Third Party Software terms will govern your use of the Third Party Software, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third Party Software. You agree that the owners of the Third Party Software are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Software.

14. Disclaimers and Limitation of Liability

The Licensed Technology and all other materials and information provided by DigiPen (the "DigiPen Materials") are provided on an "as is" and "as available" basis, "with all faults" and without warranty of any kind. DigiPen, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the DigiPen Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not DigiPen knows or has reason to know of that purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, DigiPen, its licensors, and its and their affiliates make no warranty that (a) any of the DigiPen Materials will operate properly, including as integrated in any Product, (b) that the DigiPen Materials will meet your requirements, (c) that the operation of the DigiPen Materials will be uninterrupted, bug free, or error free in any or all circumstances, (d) that any defects in the DigiPen Materials can or will be corrected, (e) that the DigiPen Materials are or will be in compliance with a platform manufacturer’s rules or requirements, or (f) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason. Any warranty against infringement that may be provided in Section 2-312 of the Uniform Commercial Code or in any other comparable statute is expressly disclaimed. DigiPen, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the DigiPen Materials. This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, neither DigiPen, its licensors, nor its or their affiliates, nor any of DigiPen’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the DigiPen Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will DigiPen, its licensors, nor its or their affiliates, nor any of DigiPen’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the DigiPen Materials, or the delay or inability to use or lack of functionality of the DigiPen Materials, even in the event of DigiPen’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if DigiPen or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in those states or jurisdictions, the foregoing limitations of liability shall apply only to the full extent permitted by law.

15. Indemnity

You agree to indemnify, pay the defense costs of, and hold DigiPen, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement (including, without limitation, any Distribution or sublicensing of the Licensed Technology in violation of this Agreement) or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Licensed Technology in violation of this Agreement (including without limitation any claim that the Licensed Technology infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the DigiPen Licenses, infringes any third party’s intellectual property rights or other proprietary or personal rights (except to the extent of any claim that your authorized use of unmodified Engine Code or Content originally provided to you by DigiPen under this Agreement infringes any United States patent, trademark or copyright), or (d) any federal, state, or foreign civil or criminal actions related to any Product. You agree to reimburse DigiPen on demand for any defense costs incurred by DigiPen and any payments made or loss suffered by DigiPen, whether in a court judgment or settlement, based on any matter covered by this Section 15. If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.

16. Export Compliance

You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Technology. You represent and warrant that you do not appear on any United States list of prohibited or restricted parties (including the Specially Designated Nationals List).

17. Term and Termination

  • 17.1 Term of the License: This Agreement will continue in effect unless terminated as described below.
  • 17.2 Termination by DigiPen: DigiPen may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from DigiPen. Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under the DigiPen Licenses constitutes a material breach of this Agreement.
  • 17.3 Termination for Patent Action: The Agreement will terminate automatically as of the date you commence any claim that the Licensed Technology infringes a patent, or otherwise support any claim by a third party that the Licensed Technology infringes a patent.
  • 17.4 Effect of Termination: Upon any termination, the DigiPen Licenses will automatically terminate, you may no longer exercise any of the rights granted to you by the DigiPen Licenses, and you must destroy all copies of the Licensed Technology in your possession and cease distributing any Products developed under this Agreement. Within 30 days of termination, unless otherwise agreed by DigiPen, you must destroy all Products in your inventory that use, reference or were developed with the Licensed Technology.
  • 17.5 No Refunds: Except to the extent required by law, all payments, fees, and royalties are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
  • 17.6 Surviving Provisions: All sections will survive termination of this Agreement.

18. Governing Law and Jurisdiction

You agree that this Agreement will be deemed to have been made and executed in the State of Washington, U.S.A., and any dispute will be resolved in accordance with the laws of Washington, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Superior Court of King County, State of Washington or the United States District Court for the Western District of Washington. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of an inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

19. Class Action Waiver

You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Technology or this Agreement. You also agree not to seek to combine any action or arbitration related to the Licensed Technology or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

20. U.S. Government End Users

The Licensed Technology and related documentation are "Commercial Items" (as defined at 48 C.F.R. §2.101), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Licensed Technology is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees (other than Academic Institutions) under this Agreement.

21. Independent Contractor

You and DigiPen are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.

22. Notices

Where this Agreement calls for notice from DigiPen, including written notice, DigiPen may provide notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide). DigiPen’s notices to you will be effective when they are sent to that email address.

23. No Assignment

You may not, without the prior written consent of DigiPen, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. You also may not transfer your Account. DigiPen may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement. For clarity, you are not prohibited by DigiPen from assigning or transferring your rights in your Product, other than the Engine Code, Content, and Contributions. Third Party Software assignment and transfer is governed by the terms of the applicable licenses.

24. Custom Licenses

Custom Licenses are not modified or otherwise affected by this Agreement. For Custom Products, the terms of your applicable Custom License will govern all matters (including royalties, notifications, Feedback, Contributions, trademarks, service marks, trade names, logos, screenshots, and video content related to those Custom Products) related to your use of the code, artwork, and content that are licensed to you under that Custom License, instead of the terms of this Agreement. "Custom License" means any agreement between you and DigiPen, or any sublicensor authorized by DigiPen, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the Zero Engine or other Licensed Technology to develop one or more custom product(s).

25. Miscellaneous

  • 25.1 Entire Agreement: This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and DigiPen relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
  • 25.2 Agreement in English: The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.
  • 25.3 Agreement Subordinate to Applicable Laws: This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.
  • 25.4 No Waiver: Any act by DigiPen to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
  • 25.5 Severability: Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
  • 25.6 Compliance With Law: DigiPen’s obligations are subject to existing laws and legal process, and DigiPen may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.

26. Amendments to this Agreement

DigiPen may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next log into your Account or download additional Content or new Versions. You are not required to accept the amended Agreement. However, in order to continue accessing your Account or to download or use additional Content or new Versions, you must accept the amended Agreement. If you do not accept the amended Agreement, you may not log in to your Account, download or use additional Content, or download or use any new Version that is made available by DigiPen contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your License for the Licensed Technology that you downloaded prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you.