Thomas A. Alspaugh
Unreal Engine 3 UDK License Terms (2010 Feb)

Under Construction

March 2010 version.

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Source: Epic web site (2011Feb20)

See also the UDK Licensing terms.

The UDK License Terms have no version number or effective date, but have been revised at least once, as shown by comparison with the March 2010 version published on a web site for UDK developers.

This copy of the UDK License Terms does not include the Third Party Software Additional Terms and Conditions mentioned in §1¶1s2.

Words, repeated phrases.

¶1¶1ṣ1This End User License Agreement (Agreement) is a legal agreement between either you as an individual or the entity you represent (You or Your), and Epic Games, Inc., a Maryland Corporation located at 620 Crossroads Boulevard, Cary, North Carolina, 27518, U.S.A. (Epic). ¶1ṣ2The purpose of this license is to allow You to use the Unreal Engine 3 UDK and any updates thereto provided by Epic (the UDK) on the terms set forth below. ¶1ṣ3If You do not agree to the terms of this Agreement, You may not use the UDK.

1. §1Third Party Software. §1¶1§1¶1ṣ1THE UDK CONTAINS THIRD PARTY SOFTWARE. §1¶1ṣ2CERTAIN ADDITIONAL TERMS AND CONDITIONS WITH RESPECT TO SUCH SOFTWARE ARE LOCATED AT THE END OF THIS AGREEMENT. §1¶1ṣ3THESE ADDITIONAL THIRD PARTY TERMS AND CONDITIONS ARE MADE A PART OF AND INCORPORATED BY REFERENCE INTO THIS AGREEMENT. §1¶1ṣ4IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS APPLICABLE TO THE THIRD PARTY SOFTWARE AND THIS AGREEMENT, THE TERMS AND CONDITIONS APPLICABLE TO THE THIRD PARTY SOFTWARE SHALL GOVERN. §1¶1ṣ5BY ACCEPTING THIS AGREEMENT, YOU ARE ACCEPTING THE ADDITIONAL TERMS AND CONDITIONS, IF ANY, SET FORTH THEREIN. §1¶1ṣ6THE THIRD PARTY SOFTWARE IS ONLY LICENSED FOR USE IN CONJUNCTION WITH THE UDK — ANY OTHER USE IS PROHIBITED.

2. §2License Grant. §2¶1§2¶1ṣ1Provided that You comply with all terms and conditions of this Agreement, including the License Restrictions in Section 3 below, Epic grants You, for the entire duration of the legal protection of the intellectual property rights of the UDK pursuant to applicable law (subject to Section 7), a limited, personal, non-exclusive, worldwide, non-sublicensable, and non-transferable license to

  1. (a) ṣ1.ainstall and use the UDK for the purpose of developing an unlimited number of applications;
  2. (b) ṣ1.bdevelop derivative works of the UDK;
  3. (c) ṣ1.cuse derivative works of the UDK developed by You for the purpose of developing an unlimited number of applications; and
  4. (d) ṣ1.ddistribute the applications You develop using the UDK and derivative works of the UDK only in object code form, only as an inseparable part of the applications, and only to end users pursuant to an end user license agreement with terms consistent with and no less protective of Epic's rights than those contained in this Agreement.

§2¶1ṣ2This license is being provided to You free of charge.

3. §3License Restrictions. §3¶1§3¶1ṣ1Epic and its suppliers reserve all rights not expressly granted to You in this Agreement. §3¶1ṣ2Unless applicable law gives You more rights despite this limitation, You may use the UDK only as expressly permitted in this Agreement. §3¶1ṣ3Thus, You may use the UDK as set forth in Section 2, but You may not:

4. §4UDK add-ons. §4¶1§4¶1ṣ1There is no official clearinghouse for UDK add-ons. §4¶1ṣ2Add-on software applications are not endorsed by Epic and You use them at your own risk. §4¶1ṣ3Epic does not provide instructions for installing add-ons. §4¶1ṣ4You may integrate Your add-on software with the UDK and state that your add-on software works with the UDK™ or Unreal® Development Kit only under the following conditions:

§4¶2§4¶2ṣ1You may not combine the add-on with the UDK to make a single shipping product. §4¶2ṣ2You may only make Your add-on available separate from the UDK.

5. §5Ownership. §5¶1§5¶1ṣ1As between the parties, Epic or its suppliers (as described in Section 1) own the title, copyright, and other intellectual property rights in the UDK, including all derivative works of the UDK. §5¶1ṣ2You own the title, copyright, and other intellectual property rights in the applications You develop using the UDK and any derivative works thereof, but ownership of the UDK and derivative works of the UDK, and any portion(s) of the UDK and derivative works of the UDK remains with Epic. §5¶1ṣ3You agree that Epic may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other available remedies. §5¶1ṣ4If the law of Your jurisdiction provides that You shall be the owner of derivative works of the UDK, You are not allowed to make any use of such derivative work without the prior written explicit approval of Epic, except for permitted uses set forth otherwise in this Agreement.

6. §6UDK Network. §6¶1§6¶1ṣ1To the extent made available by Epic, You may choose to participate in Epic's UDK Network. §6¶1ṣ2You hereby grant to Epic a non-exclusive, fully-paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, non-terminable, transferable, assignable license for all known types of use to reproduce, distribute, publicly perform, publicly display, make, sell, import, modify and make derivative works based on, and otherwise use and exploit:

  1. (a) ṣ2.aany and all information, code and other tangible or intangible materials You post to Epic's UDK Network or otherwise provide to Epic; and
  2. (b) ṣ2.bany modifications or additions to the UDK that You provide to Epic via the UDK Network or otherwise provide to Epic, including, without limitation, those which are intended to correct errors or other unwanted and unintended conditions that cause the UDK to fail, malfunction or operate in a manner other than as anticipated.

§6¶1ṣ3Notwithstanding the foregoing, where applicable, Your statutory rights as an author under the law of Your jurisdiction remain unaffected. §6¶1ṣ4To the extent perpetual and/or non-terminable licenses are not permitted in Your jurisdiction, the license granted from You to Epic and described in this Section 5 above shall be for the entire duration of the legal protection of the intellectual property rights being granted to Epic pursuant to applicable law.

7. §7Export. §7¶1§7¶1ṣ1The UDK is subject to U.S. domestic and international export laws and regulations. §7¶1ṣ2You must comply with all applicable export laws and regulations that apply to the UDK. §7¶1ṣ3The laws include restrictions on destinations, end users and end use.

8. §8Termination. §8¶1§8¶1ṣ1Without prejudice to any other rights,

  1. (a) ṣ1.athis Agreement will terminate immediately without notice from the other party if either party fails to comply with any of the terms or conditions of this Agreement, and
  2. (b) ṣ1.bEpic may terminate this Agreement at any time, upon notice to You.

§8¶1ṣ2Upon termination of this Agreement, You must cease all use and destroy all copies of the UDK and all of its component parts, and any documentation related thereto. §8¶1ṣ3If You breach this Agreement, and Epic decides to take legal action against You, You shall pay for the reasonable costs of Epic's attorneys.

9. §9Other Intellectual Property Matters.

(a) §9.a§9.a¶1ṣ1In return for the consideration provided hereunder by Epic, You agree not to assert against Epic any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights You may own or control related to any version of the UDK or use thereof.

(b) §9.b§9.b¶1ṣ1You agree to indemnify and hold harmless Epic against all costs and expenses (including reasonable attorneys fees and expenses) and all other liability resulting from or related to any claim of patent or copyright infringement, misappropriation, or misuse of trade secrets or other proprietary rights based upon Your use of the UDK, or any portion thereof, in whatever form, or any exercise by You of any rights granted under this Agreement.

10. §10Entire Agreement; Survival. §10¶1§10¶1ṣ1This Agreement and the terms for supplements and updates that You use, are the entire agreement between You and Epic relating to the UDK and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the UDK or any other subject matter covered by this Agreement. §10¶1ṣ2Sections 3, 4, 6, and 9 through 19 (inclusive) survive any termination or expiration of this Agreement.

11. §11Severability. §11¶1§11¶1ṣ1If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

12. §12Governing Law and Jurisdiction. §12¶1§12¶1ṣ1The laws of North Carolina shall govern the interpretation of this contract and shall apply to claims for breach of it, regardless of conflict of laws principles. §12¶1ṣ2All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Your state of residence in the United States, or if You live outside the United States, the laws of the jurisdiction in which You reside. §12¶1ṣ3You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Wake County, North Carolina, USA for all disputes arising out of or relating to this contract. §12¶1ṣ4You further agree that Epic shall be allowed to apply for injunctive remedies (or any equivalent legal relief) in any jurisdiction. §12¶1ṣ5For the avoidance of doubt, this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods, which shall not apply to this Agreement

13. §13Disclaimer of Warranty. §13¶1§13¶1ṣ1The UDK is licensed as is. §13¶1ṣ2You bear the risk of using it. §13¶1ṣ3Neither Epic nor its suppliers give any express or statutory representations, warranties, guarantees or conditions. §13¶1ṣ4Epic and its suppliers also exclude all implied warranties, including any warranty of merchantability, title, durability, fitness for a particular purpose and non-infringement. §13¶1ṣ5Nothing in this Agreement shall affect those statutory rights which You are always entitled to as a consumer and that You cannot contractually agree to alter or waive. §13¶1ṣ6The limitations and exclusions of liability do not apply if and to the extent

  1. (a) ṣ6.aYou sustain damages which were caused by gross negligence or willful misconduct of Epic, or
  2. (b) ṣ6.bEpic violates Your life, body, or well being.

14. §14Exclusion of Incidental, Consequential, and Certain Other Damages. §14¶1§14¶1ṣ1You can recover from Epic direct damages up to U.S. $25.00 only. §14¶1ṣ2You cannot recover any other damages from Epic or its suppliers, including damages for lost profits or data, or consequential, special, direct, indirect or incidental damages. §14¶1ṣ3This limitation includes, but is not limited to:

  1. (a) ṣ3.aanything related to the UDK or services (if any); and
  2. (b) ṣ3.bclaims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

§14¶1ṣ4It also applies even if Epic knew or should have known about the possibility of the damages. §14¶1ṣ5The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this Agreement. §14¶1ṣ6The limitations and exclusions of liability do not apply if and to the extent

  1. (a) ṣ6.aYou sustain damages which were caused by gross negligence or willful misconduct of Epic, or
  2. (b) ṣ6.bEpic violates Your life, body, or well being.

15. §15U.S. Government End Users. §15¶1§15¶1ṣ1The UDK and related documentation are Commercial Items, as that term is defined at 48 C.F.R. §2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. §15¶1ṣ2Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users

  1. (a) ṣ2.aonly as Commercial Items and
  2. (b) ṣ2.bwith only those rights as are granted to all other end users pursuant to the terms and conditions herein.

§15¶1ṣ3Unpublished-rights reserved under the copyright laws of the United States.

16. §16No Waiver. §16¶1§16¶1ṣ1Any act by Epic to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law, or in equity shall not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

17. §17No Support. §17¶1§17¶1ṣ1Neither Epic nor its suppliers has any obligation to provide support services for the UDK or any portion thereof.

18. §18No Assignment. §18¶1§18¶1ṣ1You shall not, without the prior written consent of Epic, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. §18¶1ṣ2Epic may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19. §19Legal Effect. §19¶1§19¶1ṣ1This Agreement describes certain legal rights. §19¶1ṣ2You may have other rights under the laws of Your jurisdiction. §19¶1ṣ3This 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. §19¶1ṣ4Limitations 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. §19¶1ṣ5In the event that certain provisions of this Agreement are not enforceable in Your jurisdiction, such provisions shall be enforceable to the further extent possible under applicable law.

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