REGISTERED VERSION: QUAKE

LIMITED USE SOFTWARE LICENSE AGREEMENT



        This Limited Use Software License Agreement (the

"Agreement") is a legal agreement between you, the end-user, and Id

Software, Inc. ("ID").  By continuing the installation of this game

program, by loading or running the game, or by placing or copying

the game program onto your computer hard drive, you are agreeing to

be bound by the terms of this Agreement.  If you do not agree to

the terms of this Agreement, promptly return the game program and

the accompanying items (including all written materials), along

with your receipt to the place from where you obtained them for a

full refund. 



ID SOFTWARE LICENSE



        1.      Grant of License.  ID grants to you the limited

right to use one (1) copy of the enclosed or foregoing game program

(the "Software") on a single computer.  You have no ownership or

proprietary rights in or to the Software or the written materials

accompanying the Software.  For purposes of this section, "use"

means loading the Software into RAM, as well as installation on a

hard disk or other storage device.  You may create a map editor,

modify maps and make your own maps (collectively referenced as the

"Permitted Derivative Works") for the Software.  Permitted

Derivative Works may not be sold, whether by you or by any other

person or entity, but you may exchange the Permitted Derivative

Works at no charge amongst other end-users.  The Software, together

with any archive copy thereof, shall be either returned to ID or

destroyed when no longer used in accordance with this Agreement, or

when the right to use the Software is terminated.  You agree that

the Software will not be shipped, transferred or exported into any

country in violation of the U.S. Export Administration Act (or any

other law governing such matters) and that you will not utilize, in

any other manner, the Software in violation of any applicable law. 



        2.      Commercial Use is Prohibited.  Except as provided in

paragraph 5. hereinbelow in regard to the Software, under no

circumstances shall you, the end-user, be permitted, allowed or

authorized to commercially exploit the Software, any data

comprising the Software.  Neither you nor anyone at your direction

shall do any of the following acts (any such acts shall be deemed

void and a breach of this Agreement) with regard to the Software,

or any portion thereof, such as a screen display or a screenshot: 



        a.      Rent the Software;



        b.      Sell the Software;



        c.      Lease or lend the Software;



        d.      Offer the Software on a pay-per-play basis;



        e.      Distribute, by electronic means or otherwise, the

                Software for money or any other consideration; or



        f.      In any other manner and through any medium

                whatsoever commercially exploit the Software or use

                the Software for any commercial purpose. 

        

        3.      Additional Prohibited Uses.  Neither you nor anyone

at your direction shall take the following action in regard to the

Software, or any portion thereof, such as a screen display or a 

screenshot: 



        a.      Modify, disassemble, reverse engineer or decompile

                the Software; 



        b.      Translate the Software;



        c.      Reproduce the Software;



        d.      Publicly display the Software; 



        e.      Prepare derivative works based upon the Software

                (except Permitted Derivative Works); or



        f.      Distribute, by electronic means or otherwise, the

                Software. 



	4.	Use of Other Material is Prohibited.  Use, in any manner, of 

	the trademarks, such as Quake(tm) and the NIN(r) logo, logos, symbols, 

	art work, images, screen displays or screenshots, sound effects, music, 

	and other such material contained within, generated by or relating to 

	the Software is prohibited.



        5.      To Receive Permission to Commercially Exploit.  If

you desire to commercially exploit the Software, you may execute

the Commercial Exploitation License Agreement for QUAKE (the

"License") contained within the QUAKE install package and forward

the original License to Id Software at the address noted therein. 

Please note that ID may refuse your request and not sign the

License in ID's sole discretion. 



        6.      Restrictions Apply to Third Parties.  The

prohibitions and restrictions described herein apply to anyone in

possession of the Software and/or Permitted Derivative Works. 



        7.      Copyright.  The Software and all copyrights related

thereto (including all characters and other images generated by the

Software or depicted in the Software) is owned by ID and is protected

by United States copyright laws and international treaty provisions.

You must treat the Software like any other copyrighted material,

except that you may either (a) make one copy of the Software solely

for back-up or archival purposes, or (b) transfer the Software to a

single hard disk provided you keep the original solely for back-up or

archival purposes.  You may not otherwise reproduce, copy or disclose

to others, in whole or in any part, the Software.  You may not copy

the written materials accompanying the Software.  The same

restrictions and prohibitions regarding your use of the Software as

provided in this Agreement apply to your use of the written materials

accompanying the Software.  The written materials are owned by ID and

are protected by United States copyright laws and international

treaties.  You agree to use your best efforts to see that any user of

the Software licensed hereunder complies with this Agreement.



        8.      Limited Warranty.  ID warrants that if properly

installed and operated on a computer for which it is designed, the

Software will perform substantially in accordance with the

accompanying written materials for a period of ninety (90) days

from the date of purchase of the Software.  ID's entire liability

and your exclusive remedy shall be, at ID's option, either (a)

return of the price paid or (b) repair or replacement of the

Software that does not meet ID's Limited Warranty.  To make a

warranty claim, return the Software to the point of purchase,

accompanied by proof of purchase, your name, your address, and a

statement of defect, or return the Software with the above

information to ID.  This Limited Warranty is void if failure of the

Software has resulted in whole or in part from accident, abuse,

misapplication or violation of this Agreement.  Any replacement

Software will be warranted for the remainder of the original

warranty period or thirty (30) days from your receipt of the

replacement software, whichever is longer.  This warranty allocates

risks of product failure between Licensee and ID.  ID's product

pricing reflects this allocation of risk and the limitations of

liability contained in this warranty. 



        9.      NO OTHER WARRANTIES.  ID DISCLAIMS ALL OTHER

WARRANTIES, BOTH EXPRESS IMPLIED, INCLUDING BUT NOT LIMITED TO,

IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN

MATERIALS.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. 

YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO

JURISDICTION.  ID DOES NOT WARRANT THAT THE OPERATION OF THE

SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR MEET LICENSEE'S

SPECIFIC REQUIREMENTS.  THE WARRANTY SET FORTH ABOVE IS IN LIEU OF

ALL OTHER EXPRESS WARRANTIES WHETHER ORAL OR WRITTEN.  THE AGENTS,

EMPLOYEES, DISTRIBUTORS, AND DEALERS OF ID ARE NOT AUTHORIZED TO

MAKE MODIFICATIONS TO THIS WARRANTY, OR ADDITIONAL WARRANTIES ON

BEHALF OF ID.  ADDITIONAL STATEMENTS SUCH AS DEALER ADVERTISING OR

PRESENTATIONS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE

WARRANTIES BY ID AND SHOULD NOT BE RELIED UPON. 



        10.     Exclusive Remedies.  You agree that your exclusive

remedy against ID, its affiliates, contractors, suppliers, and

agents for loss or damage caused by any defect or failure in the

Software regardless of the form of action, whether in contract,

tort, including negligence, strict liability or otherwise, shall be

the return of the purchase price paid or replacement of the

Software.  This Agreement shall be construed in accordance with and

governed by the laws of the State of Texas. Copyright and other

proprietary matters will be governed by United States laws and

international treaties.  IN ANY CASE, ID SHALL NOT BE LIABLE FOR

LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL, INCIDENTAL,

CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM

BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER LEGAL

THEORY EVEN IF ID OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  Some

jurisdictions do not allow the exclusion or limitation of

incidental or consequential damages, so the above limitation or

exclusion may not apply to you. 



        11.     General Provisions.  Neither this Agreement nor any

part or portion hereof shall be assigned, sublicensed or otherwise

transferred by you.  Should any provision of this Agreement be held

to be void, invalid, unenforceable or illegal by a court, the

validity and enforceability of the other provisions shall not be

affected thereby.  If any provision is determined to be

unenforceable, you agree to a modification of such provision to

provide for enforcement of the provision's intent, to the extent

permitted by applicable law.  Failure of a party to enforce any

provision of this Agreement shall not constitute or be construed as

a waiver of such provision or of the right to enforce such

provision.  If you fail to comply with any terms of this Agreement,

YOUR LICENSE IS AUTOMATICALLY TERMINATED. 



        YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU

UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE

INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR

BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU

AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS.  YOU

FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ID

AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE

RIGHTS AND LIABILITIES OF THE PARTIES.  THIS AGREEMENT SUPERSEDES ALL

PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER

COMMUNICATIONS BETWEEN ID AND YOU RELATING TO THE SUBJECT MATTER OF

THIS AGREEMENT. 



June 21, 1996



REGISTERED VERSION: QUAKE LIMITED USE SOFTWARE LICENSE AGREEMENT        Page 4

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