DEVELOPER LICENSE AGREEMENT
THIS AGREEMENT WILL ALLOW PLAYERS OF EVE ONLINE® TO CREATE NEW APPLICATIONS FOR USE WITH EVE. AFTER ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, CCP WILL SHARE CERTAIN TOOLS AND PROVIDE ACCESS TO GREATER DATA FOR USE WITH YOUR APPLICATION(S).
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING ANY OF THE LICENSED MATERIALS. YOU MUST ACCEPT THIS AGREEMENT BEFORE USING ANY OF THE LICENSED MATERIALS. IF YOU DOWNLOAD, ACCESS, OR OTHERWISE USE ANY OF THE LICENSED MATERIALS, THEN YOU ARE ACKNOWLEDGING AND ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, ACCESS, OR USE THE LICENSED MATERIALS.
IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, ALL REFERENCES TO "DEVELOPER" IN THE AGREEMENT SHALL MEAN COLLECTIVELY YOU, THE ORGANIZATION, AND ANY USER OF THE LICENSED MATERIALS ASSOCIATED WITH THE ORGANIZATION. IN SUCH INSTANCE, BY ACCESSING LICENSED MATERIALS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, AND THAT THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
YOU ARE RESPONSIBLE FOR ENSURING THAT (A) CCP HAS A VALID E-MAIL ADDRESS FOR YOU (AS DEVELOPER) AT ALL TIMES, (B) CCP'S COMMUNICATIONS VIA THAT E-MAIL ADDRESS ARE NOT BLOCKED (E.G. BY A SPAM FILTER), AND (C) THAT YOU REGULARLY CHECK THAT E-MAIL ADDRESS. CCP'S RIGHTS SHALL NOT BE PREJUDICED BY YOUR FAILURE TO ENSURE THESE CONDITIONS ARE MET.
This License Agreement ("Agreement") is made by and between CCP hf., a company organized under the laws of Iceland, company number 450697-3469 ("CCP"), and you ("Developer", "you" or "your") (each a "Party" and collectively the "Parties"). This Agreement is effective when you click the "I Agree" button below and access the Licensed Materials ("Effective Date"). If for any reason you bypass the "I Agree" button, but still download or use the Licensed Materials, you are nonetheless bound by the Agreement and the Effective Date is the date that you first access any Licensed Materials (i.e., by download or actual use).
CCP is the owner of the massively multiplayer online game EVE Online® ("EVE"). As a "Developer", you desire to make, deploy and/or administer one or more software applications to be used in connection with EVE. To use and support your application(s), you desire the right to access, read, and modify certain Game Data from EVE using approved CCP Tools. In exchange for these rights, you agree that you will use the Game Data and CCP Tools solely for the Purpose (as defined in Section 1.13 below). Subject to these conditions, and all other terms and conditions provided in this Agreement, CCP will grant you the right to access the CCP Tools and Game Data as a Developer. Therefore, for good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties intending to be legally bound agree as follows:
- "Agreement" has the meaning provided in the preamble.
- "Application" means any application software designed, deployed or administered by Developer to provide functionality for or in conjunction with EVE via ESI or any other CCP tool, whether the software is installed on an individual computer (e.g., a desktop or laptop), a mobile device (e.g., a smart phone or tablet), or offered as a service remotely (e.g., accessed via a web site or direct connection).
- "CCP" has the meaning provided in the preamble.
- "CCP Marks" means all copyrights, trade names, trademarks, and service marks of CCP or of any subsidiary of CCP.
- "CCP Tools" means (a) ESI; (b) the Single Sign-On function for EVE, (c) any other programs, applications, interfaces, or other functionality that CCP provides to Developer in support of the Purpose; and (d) any documentation for the foregoing tools.
- "Derivative Works" means any artistic or literary creation derived from EVE, the CCP Marks, the Licensed Materials, or any part thereof. Notwithstanding the foregoing, CCP acknowledges that it does not own any Application, and no Application shall be considered a derivative work within the meaning of this paragraph.
- "Developer" has the meaning provided in the preamble.
- "ESI" means CCP's proprietary representational state transfer architecture and system that provides a controlled, internal pathway to access certain data from EVE's servers and allows authorized end users to receive and read Game Data, and in turn modify such data to perform actions within EVE.
- "EVE" means (a) the multiplayer online game EVE Online® owned and operated by CCP and its affiliates, licensors, and agents, and (b) any other games owned and operated by CCP or its affiliates, licensors, and agents that take place in the fictional Eve Online® universe that CCP chooses to include in this definition.
- "Game Data" means (a) the data from or related to EVE that CCP, in its sole discretion, makes available for Developer for utilization in an Application; and (b) any associated charts, tables, graphs, images, graphics, videos, or CCP Marks made available to Developer for use in connection with an Application. Game Data shall include, but is not limited to, all current, future, registered and unregistered copyrights, trade names, trademarks, service marks, registrations, and applications for registration related to such data and its format.
- "Licensed Materials" means (a) the CCP Tools and (b) the Game Data.
- "Player" means an end user that holds a validly registered EVE account in good standing.
- "Purpose" means Developer's creation, distribution, and hosting of an Application that uses the CCP Tools to access and modify the Game Data but only where the Application is used solely to enhance Player's enjoyment of EVE and only where the Application is offered for non-commercial and non-profit use, as provided in Section 4 below. To fulfill the Purpose, a Player does not have to use the Application and EVE at the same time; rather, the functionality of the Application need only support a Player's use of EVE. The Purpose explicitly excludes (a) any use of the Licensed Materials or CCP Marks for any Application that is not used to support a Player's use of EVE or any related CCP product, and (b) any Application that promotes or provides online gambling, betting, raffles, lotteries, sweepstakes, or similar activities (as determined by CCP, in its sole discretion).
- "SSO" or "Single Sign-On" means CCP's access control system that allows a given Player to login, and upon user authentication, grants that Player access to all registered EVE systems without being prompted for repeat logins.
- "Term" has the meaning set forth in Section 6.1 and includes any extension granted pursuant to Section 6.2.
GRANT OF LICENSE
- Subject to Developer's compliance with the terms and conditions of this Agreement, CCP grants Developer a limited, non-exclusive, worldwide, non-transferrable license and right during the Term to: (a) use, display, and distribute the Game Data within an Application used for the Purpose; (b) use the CCP Tools to access the Game Data solely for the Purpose; and (c) use and display the CCP Marks but only as necessary to exercise the rights under Sections (a) and (b), or to comply with the proprietary notice obligations under Section 7.1 below.
- CCP has the right to add or remove items from the definition of the Licensed Materials at any time, or from time to time, in its sole discretion. CCP shall provide Developer with notice of such additions or removals via e-mail. In the event of a removal, Developer acknowledges that the license provided under this Section for the removed material shall terminate seven (7) days after CCP sends such notice, regardless of whether Developer receives the notice. If the removal of Licensed Materials limits or affects the Application's functionality, Developer's sole and exclusive remedy is to terminate this Agreement pursuant to Section 6.4. CCP has the right to modify (including without limitation upgrading, downgrading, discontinuing, providing patches or updates to) EVE or the CCP Marks in whole or in part and at any time and without notice; nothing in this Section or this Agreement shall be deemed to provide otherwise.
- Developer acknowledges and agrees that no Application shall be used (a) to inject, deliver, or activate malware, worms, Trojan horses, or other bugs, (b) as a means of phishing or spamming, (c) as a means of tracking Player information or Player activity without the express knowledge and consent of such Player, (d) as a means to misappropriate a Player's in-game items or other information, or to otherwise cheat, scam, or defraud Players who subscribe to the Application, or (e) as a means of implementing a denial of service attack, distributed denial of service attack, or other method of disabling or denying access to EVE or the Licensed Materials. Notwithstanding anything to the contrary in this Agreement, Developer shall be liable to CCP for all resulting losses, expenses, costs of defense, costs of correction, and other damages (including without limitation damages for loss of business or profit, business interruption, or any other pecuniary loss) resulting from Developer's violation of this section.
- CCP has the sole right to determine whether an Application falls within the Purpose or is otherwise violating Section 2.3, and CCP may terminate or restrict any licenses granted hereunder at any time should CCP determine that the Application does not fall within the Purpose or violates Section 2.3. In the event an Application does not fall within the Purpose, or violates Section 2.3, then CCP may immediately and without notice disable the Application's access to Licensed Materials (via ESI or otherwise).
- Developer acknowledges that all of the rights granted herein are limited to use at technologically and commercially reasonable levels, as determined by CCP. CCP may, at any time, impose restrictions on Developer's exercise of the rights granted herein to the extent that CCP believes such exercise negatively impacts EVE, CCP, or their respective operations (e.g., limitations on the frequency or number of calls of an Application).
- CCP reserves all rights not expressly granted herein, including the rights to use, market, and license EVE, the CCP Marks, and the Licensed Materials, and to create, use, license, copy, market, sell, distribute, transfer, translate, modify, adapt, Derivative Works.
- This license to Developer does not include the right for Developer to represent itself, its organization, or its business as that of CCP nor to hold itself out to third parties as an agent of CCP.
- Subject to CCP's compliance with the terms and conditions of this Agreement, to the extent Developer designed the Application, Developer grants CCP a limited, non-exclusive, worldwide, non-transferable license and right during the Term to use and display the Application and view any publicly available materials associated therewith (e.g., documentation). CCP's rights granted under this Section shall be limited to actions that: (1) help ensure the technical effectiveness and integration of the Application with EVE or the Licensed Materials, (b) help troubleshoot the Application, EVE, or the Licensed Materials, (3) help ensure Developer's ongoing compliance with this Agreement, or (4) exercise CCP's right to market to the Application in accordance with Section 3.
- CCP shall have the right to reference and market the Application by name (and logo, if applicable) in conjunction with CCP's own marketing and advertising of EVE. CCP shall be responsible for developing and designing all such marketing materials.
NON-COMMERCIAL NATURE OF THIS AGREEMENT
- The rights granted under this Agreement are intended for non-commercial and non-profit use solely to improve the enjoyment of EVE. Except as provided in Section 4.4 below, Developer may not charge any fee in exchange for a Player's access to or use of the Application, or otherwise monetize or generate any revenue from the Application. Similarly, CCP shall not impose on Players any separate fee specifically for access to or use of a Developer's Application (other than ordinary and customary subscription fees for access to EVE). Nothing in this Section or this Agreement, however, shall be deemed to limit CCP's ability to promote, distribute, charge subscription fees for access to, or otherwise generate revenue from EVE or CCP's other products.
- Developer shall not a tie a Player's access to, or use of, the Application to the purchase of any other product or service, or to a Player's participation in any survey, marketing or promotional offer, or other similar activity. Except as expressly provided in Section 4(4)(a) below with respect to in-game currency, developer shall not charge fees for unlocking or providing access to premium content within an Application.
- Except as provided in Section 4.4 or by separate written agreement with CCP, Developer shall not sell, license, or otherwise monetize products of any kind based upon or incorporating parts of EVE, the CCP Marks, the Licensed Materials or Derivative Works.
- Although the rights granted under this Agreement are intended for non-commercial and non-profit use, CCP recognizes that Developer may want to use the Application to increase Developer's status or resources as a Player of EVE. In addition, CCP recognizes that Developer may incur costs to host, maintain, and support the Application. Therefore, the following methods of monetizing an Application are permitted by CCP: (a) Developer may condition the access or use of an Application on payment or other transfer of EVE's valid in-game currency (e.g., ISK) to Developer or to any registered EVE corporation of which Developer is a member; (b) Developer may solicit voluntary donations of money from Players (i.e., U.S. dollars, British Pounds Sterling, etc.) solely to offset Developer's costs of maintaining and supporting an Application, provided that use of the Application is not in any way restricted or conditioned on providing such a donation; or (c) Developer may generate revenue from displaying general advertisements that do not interfere with a Player's access to, or use of, the Application. Revenue from general advertisements includes revenue from partner programs such as Google AdSense, YouTube, Twitch.tv, Ustream.tv, or similar sites. Each of the monetization activities above will be permitted provided they are not carried out in a manner that would otherwise violate EVE's end user license agreement, terms of service, or other rules and conditions accepted as a condition to access EVE. In addition, receipt of advertising revenue must comply with any guidelines published by CCP from time to time. CCP reserves the right, in its sole discretion, to determine whether any method of monetizing an Application complies with the Purpose and the conditions of this Section 4.4.
FEES AND ROYALTIES
- Developer shall not pay CCP any royalties or fees for the rights granted herein. CCP shall not pay Developer any royalties or fees for the rights granted herein.
- At a later date, CCP may choose to begin charging fees or collecting royalties for the rights granted herein. However, CCP shall provide Developer of no less than ninety (90) calendar days' notice prior to doing so, and in accordance with Section 6.4, Developer may terminate this Agreement upon written notice to CCP.
TERM AND TERMINATION
- Term. The initial "Term" of this Agreement begins on the Effective Date and continues through the end of the calendar year in which the Effective Date occurs.
- Renewals. The Term shall extend automatically and without further action by either Party for successive one year periods beginning on the first day after the end of the initial Term, unless earlier terminated by CCP or Developer in accordance with this Section 6.
- Termination for Failure to Maintain E-Mail Communication. Notwithstanding any other provision herein, should Developer fail to respond within twenty four (24) hours of receiving the last of any three (3) e-mail requests in a row from CCP, sent over a ten (10) day period, CCP shall have the option of suspending the Application's ability to access EVE and the Licensed Materials, as well as any other works or materials of CCP in CCP's possession. Should Developer fail to establish confirmed and active communication with CCP during the thirty (30) days following such suspension, this Agreement shall automatically terminate.
- Termination for Convenience. Notwithstanding any other provision herein, CCP has the right to terminate this Agreement at any time upon written notice to Developer (including notice by e-mail). Furthermore, Developer shall have the right to terminate this Agreement upon written notice to CCP (including notice by e-mail).
- Termination for Bankruptcy. This Agreement shall terminate automatically and immediately upon: entry of a final order of liquidation or insolvency of either Party, appointment of a receiver or similar officer for either Party where such appointment is not dismissed within ninety (90) days, an assignment by either Party for the benefit of all or substantially all of its creditors, entry by either Party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, the filing of a petition in bankruptcy by or against either Party under any bankruptcy or debtors' law for its relief or reorganization which is not dismissed within ninety (90) days.
- Effect of Termination. Upon termination or expiration of this Agreement for any reason: a) The licenses granted to Developer hereunder shall immediately cease. b) Developer shall immediately cease offering the Application(s) to the public. c) Developer shall discontinue use of the CCP Tools in conjunction with the Application and CCP will disable the Application's access to Game Data via ESI or otherwise.
- CCP may instruct Developer to return all physical or electronic embodiments of the Licensed Materials and CCP Marks to CCP or, in the alternative, to destroy all of same in Developer's possession. Upon any such request, Developer shall comply and certify compliance with such directions within five (5) business days.
- Each Party shall immediately return to the other all Proprietary Information and other property of the other Party and all copies thereof and shall provide the other Party with a signed written statement certifying compliance with the foregoing within five (5) business days.
- Survival of Remedies. Neither termination of this Agreement nor exercise of any right provided under this Section shall prejudice either Party's rights to seek other remedies in accordance with this Agreement.
- Developer shall ensure that EVE and the Licensed Materials retain all proprietary notices necessary to protect CCP's intellectual property rights in the foregoing, including without limitation ownership of all Derivative Works, such notice to be substantially as follows: "© 2014 CCP hf. All rights reserved. "EVE", "EVE Online", "CCP", and all related logos and images are trademarks or registered trademarks of CCP hf."
- Developer shall use the CCP Tools and CCP Marks in a manner that conforms to the specifications and standards of quality that CCP prescribes from time to time.
- Developer may not combine the EVE logo or any other CCP Marks with any other marks, names or symbols without first obtaining CCP's prior written consent. To "combine" means to integrate with other marks, names or symbols to a degree that might give a third party the impression that those other marks, names or symbols apply to or are considered part of the EVE logo or other CCP Marks.
- Developer recognizes the value and goodwill associated with EVE, the CCP Marks, and the Licensed Materials, and acknowledges CCP's ownership in same. Developer's use of EVE, the CCP Marks, and the CCP Tools is controlled by CCP and inures to the benefit of CCP for all purposes including trademark registration.
- Developer shall not: a) challenge the validity of CCP's rights to EVE, the CCP Marks, the Licensed Materials, or any Derivative Works or any registration thereof; b) contest the fact that Developer's rights under this Agreement are solely those of a licensee; c) attempt to register any intellectual property right or other ownership right relating to EVE, the CCP Marks, the Licensed Materials, or Derivative Works of the foregoing; d) use EVE, the CCP Marks, the Licensed Materials, or Derivative Works in any manner that would jeopardize CCP's rights therein; or e) knowingly do any act that would invalidate or be likely to invalidate CCP's copyright, trademark, or patent registrations.
- CCP recognizes that it is not the owner of the Applications(s), and CCP will not contest ownership of the Application(s). In addition, CCP will not register or attempt to register any intellectual property right or other ownership right in the Application(s) (except to the extent necessary to protect CCP's ownership of EVE, the CCP Marks, and the Licensed Materials).
INTELLECTUAL PROPERTY ENFORCEMENT
- If Developer learns of any infringement or unauthorized use of EVE, the CCP Marks, or the Licensed Materials, Developer shall promptly notify CCP. CCP has the right to transmit notices of infringement and bring infringement actions against infringing parties. If requested to do so, Developer shall reasonably cooperate with and assist CCP in any such action, including joining the action as a party if necessary, at CCP's expense. Any award or portion of an award recovered by CCP in any such action or proceeding commenced by CCP shall belong solely to CCP after recovery by both Parties of their respective actual out-of-pocket costs.
REPRESENTATIONS AND WARRANTIES
- By clicking "I Agree" or by otherwise accessing or using the Licensed Materials, Developer represents and warrants to CCP that: (a) Developer has the full capacity and authority to enter this Agreement on behalf of Developer and any organization Developer represents, (b) Developer is the legal age of majority in the jurisdiction in which Developer resides and has the ability to enter binding contracts, and (c) Developer acknowledges and understands this is a binding legal agreement enforceable in accordance with its terms.
- Developer represents and warrants that he or she has a validly registered EVE account in good standing and the e-mail address associated with such account is a current, valid e-mail address of Developer that may be used for purposes of notice under this Agreement.
- Developer represents and warrants that each Application (a) has been created by a party who has entered into the Developer License Agreement with CCP and (b) does not violate the copyright or other any intellectual property rights of any third party.
- If an Application requires access or use of any third party products or information, Developer shall have and maintain all rights, licenses and consents of such third parties necessary to access or use such third party products or information, and upon reasonable request, Developer agrees to produce evidence of such rights, licenses, and consents to CCP.
- Developer's Application complies with all applicable laws, regulations and other governmental requirements and, without limiting the generality of the foregoing, Developer will make all notifications and obtain all authorizations to ensure that it complies with applicable privacy and data protection laws, acts, directives, and regulations.
- Developer warrants that each Application offered by Developer will materially conform to all published specifications and advertised use(s) of such Application and that such Application shall be free from material defects in workmanship. Developer further warrants that any advertisement or published specifications regarding an Application shall not mislead or be intended to mislead CCP or other Players, or otherwise misrepresent the intended use of such Application.
- Developer shall indemnify, defend and hold harmless CCP, its subsidiaries, and their respective officers, directors, employees and agents (each, a "CCP Indemnified Party") against any and all liabilities (including, but not limited to, losses, damages, expenses and reasonable attorneys' fees) arising from any breach of Section 2.3 (relating to Developer's prohibited use of an Application), any breach of Developer's representations or warranties, and any claim brought by an unrelated third party alleging injury, in whole or in part, resulting from an Application or other product or publication developed, owned, displayed, distributed or offered for distribution by Developer.
- CCP shall indemnify, defend and hold harmless Developer and Developer's officers, directors, employees and agents (each, a "Developer Indemnified Party") against any and all liabilities (including, but not limited to, losses, damages, expenses and reasonable attorneys' fees) arising from any claim brought by an unrelated third party alleging injury, in whole or in part, resulting solely from the CCP Tools or the CCP Marks.
- For any claim of intellectual property infringement asserted by an unrelated third party for which indemnification is sought under Section 10.1 or 10.2 above, the indemnifying Party shall, at its sole option and expense, have the right to: a) procure for the indemnified Party the right to continue the use of the allegedly infringing material without interruption, or b) replace or modify the allegedly infringing material to make its use non-infringing while being substantially capable of performing the same function.
- Any indemnification obligation arising under this Section 10 shall be subject to the following requirements: a) the CCP Indemnified Party or Developer Indemnified Party, as the case may be, must promptly provide the indemnifying Party written notification of the assertion of any claim; and b) the CCP Indemnified Party or Developer Indemnified Party, as the case may be, must provide reasonable support in aiding the indemnifying Party in any defense to a claim, at the indemnifying Party's cost; and c) the indemnifying Party has sole control over the defense or settlement of any claim; provided, however, that Developer may not enter any plea or settlement for or on behalf of CCP, or that would otherwise jeopardize CCP's intellectual property rights, or the operation of EVE.
DISCLAIMERS; LIMITATION OF LIABLITY
- EXCEPT AS PROVIDED OTHERWISE IN SECTION 2.3 (RELATING TO DEVELOPER'S PROHIBITED USES OF AN APPLICATION), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, ALL REMEDIES PROVIDED FOR HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TERMINATE THIS AGREEMENT AND ALL OF THE REMEDIES PROVIDED BY LAW (AND NOT EXCLUDED PURSUANT TO THE FOREGOING SENTENCE), SHALL BE DEEMED CUMULATIVE AND NON EXCLUSIVE. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER PARTY (OR ITS AFFILIATES) HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
- EVE, THE CCP MARKS, AND THE LICENSED MATERIALS ARE ALL PROVIDED "AS IS, AND WHERE IS". UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, CCP HEREBY DISLCAIMS ALL WARRANTIES RELATED THERETO, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SUITABITLIY FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT, AND AGAINST VIRUSES OR SECURITY FAILURE. CCP DOES NOT CLAIM THAT EVE OR THE LICENSED MATERIALS WILL RUN ERROR FREE OR THAT EVE WILL MAINTAIN ANY UPTIME STANDARDS.
- In connection with this Agreement, each Party may disclose ("Disclosing Party") to the other Party ("Receiving Party") certain Trade Secrets and Confidential Information (collectively, "Proprietary Information"). The Receiving Party acknowledges and agrees that the Proprietary Information is the sole and exclusive property of the Disclosing Party (or a third party providing such information to the Disclosing Party). As used herein, "Trade Secrets" means information of a Party, its licensors, suppliers, developers, or prospective licensors which (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. As used herein, "Confidential Information" means information, other than Trade Secrets, that is of value to its owner and is treated as confidential, including, but not limited to, pricing, volume discounts, future business plans, patterns, devices, methods, techniques, know-how, drawings, processes, financial data, financial plans, product plans and information regarding actual or potential customers or suppliers.
- The Receiving Party's obligations under this Agreement with regard to Confidential Information shall remain in effect for the term of this Agreement and for three (3) years thereafter; provided the Receiving Party's obligations under this Agreement with regard to the Trade Secrets shall remain in effect for as long as such information shall remain a Trade Secret under applicable law. During that time, the Receiving Party will hold in confidence and not distribute any Proprietary Information except to effectuate the purposes of this Agreement and then only to (a) employees who have a need to know, and (b) those third parties whose professional involvement necessitates it, such as auditors, accountants, and legal advisors, and who are subject to restrictions on redistribution of the Proprietary Information at least as restrictive as this one. The Receiving Party agrees to promptly return to the Disclosing Party, upon request, the Proprietary Information and all materials relating thereto.
- The Receiving Party further acknowledges and agrees that the disclosure of the Proprietary Information does not confer upon Receiving Party any license, interest or rights of any kind in or to the Proprietary Information other than as set forth in this Agreement or otherwise expressly agreed upon in writing by the parties.
- The obligations set forth in this section do not apply if: (a) at the time of disclosure hereunder, such information is generally available to the public; (b) after disclosure hereunder, such information becomes generally available to the public through means other than a breach of this Agreement by the Receiving Party; (c) the Receiving Party can demonstrate such information was in its possession prior to the time of disclosure by Disclosing Party without confidentiality obligation; (d) the information becomes available to the Receiving Party without confidentiality obligation from a third party which is not legally prohibited from disclosing such information; (e) the Receiving Party can demonstrate the information was developed by or for it independently without the use of such information; or (f) disclosure is required under applicable law, regulation, or judicial order. With respect to clause (f), however, the Receiving Party shall notify the Disclosing Party prior to disclosure in order to give the Disclosing Party a reasonable opportunity to seek an appropriate protective order and shall disclose only that part of the Proprietary Information which the Receiving Party is required to disclose.
- Force Majeure. If either Party should fail in the performance of any obligation under this Agreement by reason of acts of God, acts of war or terrorism, labor strikes, civil riots, governmental seizure, orbital bombardment, or other cause, without fault and beyond the reasonable control of the Party obligated (financial inability excepted), that Party shall be granted an extension to perform its obligations hereunder equal to the time the underlying cause prevented performance. Should any obligations of the other Party be dependent upon this Party's performance, such obligations shall be similarly extended.
- Third Party Beneficiaries. The Parties acknowledge and agree that there are no third party beneficiaries to this Agreement.
- Relationship of the Parties. Nothing in this Agreement shall be deemed to constitute an employment, franchise, partnership, joint venture, or agency relationship between the Parties.
- Non-solicitation of Employees. During the Term and for one year thereafter, neither Developer nor any of its officers, employees, or agents shall, directly or indirectly, solicit, recruit, or attempt to solicit or recruit, the employment or other services of any CCP employee (a) who is engaged in product development or any directly related function; or (b) who assisted Developer in connection with this Agreement or any Licensed Materials or with whom Developer otherwise had contact or dealings with during the Term. For the purposes of this provision, placing an advertisement to the general public for employment shall not be considered soliciting employment of a CCP employee within the meaning of this paragraph.
- Counterparts. This Agreement may be executed in one or more identical counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.
- Attorney's Fees. If any obligation of this Agreement must be enforced through litigation or otherwise the prevailing Party will be entitled to reasonable attorneys' fees.
- Assignment. Developer may not assign this Agreement or any of its rights or obligations hereunder without CCP's prior written consent. CCP may, in its sole discretion, assign this Agreement in its entirety immediately upon delivery of notice to Developer (which notice shall for this purpose include a general notice publication to all developers on the EVE website).
- Remedies. All remedies set forth in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time.
- Equitable Relief. The Parties acknowledge that any threatened or actual breach of all confidentiality, employee non-solicitation, and intellectual property obligations under this Agreement shall constitute immediate, irreparable harm for which an award of monetary damages is an inadequate remedy and for which equitable remedies may be awarded by a court of competent jurisdiction without requiring the post of any bond.
- Notice. Unless expressly provided otherwise in this Agreement, all notices required by or relating to this Agreement shall be in writing and (a) in the case of Developer, shall be sent to the e-mail address Developer submits to CCP when registering to utilize the Licensed Materials, and such notice shall be deemed received the same day it is sent, (b) in the case where Developer so requests in writing, shall be sent to the address set forth in the request by certified or registered mail or by a nationally recognized overnight courier and shall be deemed received upon notice of delivery by the common carrier, and (c) in the case of CCP, shall be sent to CCP hf., Grandagarður 8, 101 Reykjavik, Iceland, Attention: General Counsel, by certified or registered mail or by a nationally recognized overnight courier and shall be deemed received upon delivery by the common carrier.
- Waiver. Any waiver or forbearance by either Party regarding breach of any provision of this Agreement on any occasion shall relate only to that breach and shall not be deemed to constitute a waiver of any other subsequent breach.
- Governing Law. This Agreement is made under and governed by the laws of the Republic of Iceland, without regard to its conflicts of laws provisions. Any dispute, action, suit, or other proceeding shall be subject to the exclusive jurisdiction of the District Court of Reykjavik, Iceland. Both Parties hereby submit to the exclusive jurisdiction of such courts and waive any objection to jurisdiction or venue in any such proceeding.
- Survival. Termination or expiration of this Agreement for any reason shall not release either Party from any liabilities or obligations set forth in this Agreement which (a) the Parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The termination or expiration of this Agreement shall not affect any warranties, indemnification or obligations relating to returns, credits, payments or any other matters set forth in this Agreement that should survive termination or expiration in order to carry out their intended purpose, all of which shall survive the termination or expiration of this Agreement. This Agreement and any exhibits (which are hereby incorporated by reference) constitute the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.
- Interpretation. The governing language of this Agreement shall be English. The Parties agree that any court or authority interpreting this Agreement shall construe the terms equally against both Parties. Headings of particular sections are included only for convenience and are neither to be considered a part of this Agreement nor to be used to define, limit or construe the scope of any term of this Agreement. Should a court of competent jurisdiction hold that any provision of this Agreement, or portion thereof, is void, invalid, or unenforceable for any reason, that court shall replace that provision with an enforceable one most closely resembling the court's interpretation of the Parties' original intent. Should the court be unable or unwilling to do so, that provision shall be struck from this Agreement and all remaining provisions shall continue in force. Each provision is separable and constitutes a separate and distinct covenant. This Agreement constitutes the full understanding of the Parties on the subject matter hereof, supersedes all prior writings, and may only be amended via written agreement of the Parties.