============================================================================= Epic MegaGames, Inc. SOFTWARE LICENSE AGREEMENT ============================================================================= This file, LICENSE.DOC, describes the terms and conditions by which Epic MegaGames, Inc. ("Epic") will license other parties to distribute this software program which is intended solely for distribution as "shareware" (the "Program"). No use, reproduction or distribution of the Program, or of copies of the Program, is authorized except in compliance with the terms and conditions set forth below. ================================= NOTE =================================== You may not distribute this program in any retail distribution channel without explicit written permission from Epic MegaGames. See below for details. ========================================================================== The Program is protected by copyright in the United States, as well as in other countries pursuant to international treaties. Epic is the exclusive worldwide licensor of the Program, and the copyrights and other proprietary rights there in. The Program is intended solely for distribution as "shareware" (i.e., "try-before-you-buy" software); it is NOT public domain or free software or "freeware". Epic encourages distribution of the Program in accordance with the provisions of this Software License Agreement. Any use, copying or distribution of the Program, or of any copies or elements thereof, that is not in compliance with the terms and conditions of this Agreement is prohibited. Limited Distribution License: Epic authorizes distribution and/or copying of the Program only in accordance with the following terms and conditions (the "General Terms and Conditions") and with other terms and conditions set forth below that may be applicable: 1. Epic MegaGames, Inc. shall be credited as the owner of the Program in all distribution of the Program (which shall include, without limitation, packaging, documentation, catalogs, program descriptions, advertising, promotion and public relations). 2. The Program shall be identified by name and shall be expressly identified as shareware (and not identified or described as "free software", "public domain software", or the like) in all distribution. 3. The shareware concept shall be explained in reasonable detail in all distribution (shareware is "try-before-you-buy" software, and the price paid by users (if any) is a distribution charge only). 4. You may copy and/or distribute the Program only in its original, unaltered form, with all files included unmodified, and without making any additions, modifications or deletions except as provided in this paragraph. You may not modify the Program or any of its files, and the Program must be distributed as a complete package. You may not change, delete, merge or rename any files or elements of the Program in any manner, and you may not add any files or new elements (except for installation routines which do not interfere with the proper operation or installation of the Program). 5. You may not decompile, recompile, disassemble, reverse engineer, adapt or create derivative works of the Program or any files or elements thereof except with Epic's prior express written consent. 6. Since the Program is intended for distribution only as shareware, you shall not charge any fee or other compensation for the Program, although you may charge a distribution fee for costs associated with distributing the Program. You are permitted, and encouraged, to make and distribute copies of the Program to your friends, family members and co-workers without charge, for your and their private noncommercial use, in compliance with the terms and conditions hereof. 7. In accordance with the "try-before-you-buy" philosophy behind the shareware concept, Epic strongly discourages charging users or recipients more than $9.00 (U.S.) for distribution of the Program (or any elements thereof). If you charge more than $9.00 for distribution of the Program or any elements thereof (inclusive of all fees, costs, expenses and other charges, including without limitation charges for copying, shipping, postage and handling, but not including sales taxes), then you shall pay Epic a royalty equal to fifty percent (50%) of the excess of such charges above $9.00 with respect to each individual user or recipient. (By way of illustration and not limitation, if you distribute the Program at a charge of $8.00 for disks and $4.00 for shipping and handling (for a total of $12.00), you shall pay Epic a royalty of $1.50 with respect to each user or recipient.) In the event that such a royalty is payable to Epic, you shall provide Epic with quarterly statements of account setting forth the royalty owed in reasonable detail, accompanied by payment thereof; and Epic or its designee shall have the right to inspect and audit your books and records from time to time to verify the amounts of the royalties due Epic hereunder. 8. You may not remove or alter any copyright or trademark information on the Program, and you must take reasonable steps to protect the copyrights, trademarks and other rights of Epic in the Program. 9. You recognize that your right to distribute the Program is nonexclusive and that Epic can terminate the license granted to you hereunder at any time for any reason upon written notice. Epic reserves the right to withhold or withdraw permission to distribute the Program from anyone at any time for any reason. The provisions of paragraphs 4, 7, 13, 16, 17, 20, 21 and 22 hereof shall survive any expiration or termination of this Agreement. 10. You shall take reasonable steps to ensure that the Program and any other software, documentation and other materials distributed with the Program are free from viruses. 11. This is the current version of the Program and all previous versions of this Program have been withdrawn from distribution. You shall use reasonable efforts to distribute only the latest version of the Program. If you have a question about this, please contact Epic to confirm what is the latest version (you can do this through Epic's BBS on CompuServe, GO EPIC). 12. Your limited right to distribute under this Software License Agreement is personal and does not include any right of sublicense. 13. You may not use, copy, modify, distribute or transfer the Program or any element thereof in whole or in part, except as expressly provided for herein. 14. You may not "rent" or "lease" the Program to anyone. 15. Any permission, consent or approval of Epic referred to herein may be granted or withheld in Epic's sole discretion (and, unless expressly granted in writing, shall be deemed to be withheld). 16. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY: THIS PROGRAM IS PROVIDED "AS IS". EPIC MEGAGAMES, INC. MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS PROGRAM OR ANY FILES, DOCUMENTATION OR ELEMENTS THEREOF OR RELATING THERETO OR ANY MEDIUM THE PROGRAM MAY BE ON (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OF QUALITY OR PERFORMANCE). SUBJECT TO ANY CONTRARY PROVISIONS OF APPLICABLE STATE LAW, IN NO EVENT WILL EPIC MEGAGAMES, INC. BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE PROGRAM OR ANY FILES, DOCUMENTATION OR ELEMENTS THEREOF, INCLUDING FROM NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY OR CONTRACT, EVEN IF EPIC MEGAGAMES, INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, EPIC MEGAGAMES, INC. IS NOT RESPONSIBLE FOR ANY COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF COMPUTER PROGRAMS, LOSS OF DATA, THE COST OF A SUBSTITUTE PROGRAM, OR CLAIMS BY THIRD PARTIES. IN NO EVENT SHALL THE LIABILITY OF EPIC MEGAGAMES, INC. FOR ANY DAMAGES EVER EXCEED THE PRICE PAID FOR THE LICENSE TO USE THE PROGRAM, REGARDLESS OF THE FORM OF CLAIM. THE USER OF THE PROGRAM BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM AND ALL OTHER RISKS RELATING TO THE USE OF OR INABILITY TO USE THE PROGRAM. BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS, ALL USERS ARE ADVISED TO VERIFY THEIR WORK AND TO MAKE BACK-UP COPIES. 17. This Software License Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland applicable to agreements entered into and wholly to be performed therein, without reference to conflicts of laws. It shall inure to the benefit of Epic MegaGames, Inc. and its successors and assigns. With respect to every matter arising under this Software License Agreement, you consent to the jurisdiction and venue of the state and federal courts located in Maryland, and to service by certified mail, return receipt requested, or as otherwise permitted by law. 18. Epic reserves the right to update the contents of the Program and/or its associated files, documentation and/or other elements, at its discretion from time to time, without the consent of, or any obligation to, any licensed users or distributors. 19. All rights not expressly granted herein are reserved by Epic MegaGames, Inc. 20. In the event of any violation of this Agreement or failure to comply with any of the terms and conditions set forth herein, or any other violation or infringement of any of Epic's rights, Epic shall have available all rights and remedies at law and in equity. Without limiting the foregoing, in the event of any such violation or failure to comply, then in addition to its other rights and remedies, if Epic so elects Epic shall have the right to seek damages of not less than the full registration fee for the registered version of the software program with the same name as the Program, with respect to each copy of the Program distributed or copied and/or each user or recipient to whom the Program was distributed. (By way of illustration and not limitation, if the registration fee for the registered version is $50.00 and distribution to 1,000 persons was made in violation of this Agreement, then if Epic so elects Epic shall have the right to seek damages of not less than $50,000 under the provisions of this paragraph, in addition to its other rights and remedies at law or in equity.) 21. You will hold Epic, its officers, directors, employees, contractors, attorneys, and agents, harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising directly or indirectly from your acts and omissions in copying and distributing the Program (including without limitation from any installation routine that you may add). 22. If any provision of this Agreement is held to be void, invalid or unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms and conditions. In addition to the above General Terms and Conditions, the following special provisions apply to the types of distribution set forth below: Distribution by BBS's and Online Services: Epic allows and encourages bulletin board systems and online services to distribute the Program by modem as long as the General Terms and Conditions set forth above are complied with. Distribution of the Program By Itself on Floppy Disk in non-retail environment: Shareware vendors may distribute the Program alone on one or more floppy disk(s) as long as the General Terms and Conditions set forth above are complied with, and provided that other than installation routines which do not interfere with the proper operation or installation of the Program, no other programs or files are included on the floppy disk(s) that contain this Program (i.e., there is no bundling or multi-program disks or packs). Distribution of the Program on CD-ROM's Shareware vendors may not distribute this program on CD-Rom without obtaining explicit written permission from Epic MegaGames, Inc. Distribution in a Retail Environment: Shareware vendors may not distribute this program in a retail environment (in stores or otherwise) without obtaining explicit written permission from Epic MegaGames, Inc. Distribution via Subscriptions, "Disk-of-the-Month", Magazine "Cover Disks" and "Cover CD's": Any party wishing to distribute this Program via subscriptions, "disk-of-the- month", magazine "cover disks" and/or "cover CD's" must obtain Epic's written permission, in addition to complying with the General Terms and Conditions set forth above and other applicable terms and conditions. Please contact us and we'll be glad to consider granting permission to you in appropriate cases. Bundling with Hardware: You may bundle this Program with new hardware (computers, sound cards, etc.) as long as you comply with the General Terms and Conditions set forth above, and as long as you provide the Program free of charge (i.e., at no cost in addition to the hardware) to the purchaser when the hardware is purchased. We would appreciate it if you could let us know if you bundle the Program with hardware. If you'd like more information about OEM and hardware bundling opportunities, please contact us! We greatly appreciate the opportunity to work with hardware manufacturers and resellers. Other Distribution Opportunities: Please contact us if you would like to distribute Epic shareware products in a new and unique way. We are open to new opportunities, and we appreciate new and unique forms of distribution as a way of reaching new customers. Thanks: We thank you for distributing Epic MegaGames shareware products in accordance with the terms and conditions of this Agreement. Epic MegaGames can be contacted at: Epic MegaGames, Inc. 10406 Holbrook Drive Potomac, MD 20854 Tel: +(301) 983-9771 Fax: +(301) 299-3841 In Europe, we can be contacted at: Epic MegaGames UK 11 Baker Avenue Potton Beds SG19 2PJ United Kingdom Tel: +44 (0) 1767 260903 Fax: +44 (0) 1767 262043 Or in Germany: Abteilung RMI (AA15) Postfach 10 29 65 50469 KOLN Germany Tel: 0130 822495 Fax: 0130 822886