Sample Standard Tier license

1. Definitions

1.1 "Engine" means the Meep game engine software, including all source code, prebuilt module bundles, editor scaffolding, sample code, and documentation distributed by Licensor under the npm package @woosh/meep-engine.

1.2 "Licensed Project" means the single software product, game, application, or simulation identified in the Order Form accompanying this Agreement, developed by Licensee using the Engine, and any direct successor versions, releases, ports, or extensions of that product. A sequel, a separately marketed product, or a distinct title sharing only branding does not constitute the same Licensed Project.

1.3 "Licensed Product" means any release, build, or distribution of the Licensed Project to end users on any platform.

1.4 "Project Funding" means the cumulative committed funding earmarked specifically for the Licensed Project as of any measurement date, including (without limitation) equity investment tagged to the project, publisher advances, grants, crowdfunding raised, and the Licensee's own internal budget allocated to the project. Generic studio operating revenue and funding earmarked for other projects are excluded.

1.5 "Covered Major Version" means any major version of the Engine (i.e., a release that increments the leftmost component of the semantic version number) which is generally released by Licensor during the Coverage Window. Minor and patch releases (i.e., releases that increment only the second or third component) within a Covered Major Version are also included.

1.6 "Coverage Window" means the period of twenty-four (24) months commencing on the Effective Date.

1.7 "Standard Tier" means the Standard licensing tier as described at https://meep.company-named.com/pricing/, comprising rights and obligations set out in this Agreement.

1.8 "Documentation" means the technical documentation published at https://meep.company-named.com/docs/.

1.9 "Effective Date" means the date set out at the top of this Agreement.

2. Grant of License

2.1 In consideration of the one-time fee set out in Section 8, Licensor grants Licensee a non-exclusive, non-transferable (except as permitted in Section 14), worldwide, perpetual license, in respect of the Licensed Project, to:

(a) install, copy, and use each Covered Major Version of the Engine for the purpose of developing the Licensed Project;

(b) read and reference the full source code of each Covered Major Version;

(c) modify Engine source code solely for incorporation into the Licensed Project, provided such modifications are kept internal to Licensee and not distributed except as compiled, end-product code embedded within a Licensed Product;

(d) distribute, sell, or otherwise commercialize Licensed Products derived from the Licensed Project to end users on any platform.

2.2 The rights granted under Section 2.1 are perpetual with respect to every Covered Major Version: once a Covered Major Version has been received by Licensee, Licensee's right to use that version in connection with the Licensed Project continues indefinitely and is not extinguished by the expiry of the Coverage Window or by any subsequent release of the Engine.

2.3 Major Versions of the Engine released after the expiry of the Coverage Window are not Covered Major Versions and are not licensed under this Agreement. Licensee may obtain rights to a subsequent Major Version by entering into a new license agreement with Licensor.

2.4 The Standard Tier imposes no cap on revenue derived from the Licensed Project and no cap on the number of human individuals at Licensee who may read, modify, or commit Engine source code in connection with the Licensed Project.

3. Restrictions

3.1 Licensee shall not:

(a) distribute, publish, sub-license, lease, or otherwise make available the Engine source code, in modified or unmodified form, to any party outside Licensee's organization, except as compiled, embedded code within a Licensed Product;

(b) remove, alter, or obscure any copyright, trademark, or attribution notices contained within the Engine source files;

(c) use the Engine, under this Agreement, to develop any product other than the Licensed Project (each additional product requires its own license); or

(d) use the Engine to develop products that fall within the Non-Compete defined in Section 4.

4. Non-Compete

4.1 Licensee shall not use the Engine, in whole or in part, to develop, market, or distribute any product whose primary purpose is to function as a general-purpose game engine, entity-component-system framework, or comparable software development kit intended to substitute for or compete with the Engine itself in the market.

4.2 For clarity, Section 4.1 does not prohibit Licensee from:

(a) developing bespoke gameplay frameworks, runtime libraries, or middleware on top of the Engine for use within the Licensed Project;

(b) publishing narrowly-scoped open-source or commercial libraries that perform a single function (e.g., a math library, a UI kit, a level editor for Licensee's game) and that do not bundle or expose the Engine itself as a general-purpose engine;

(c) building internal tools that wrap parts of the Engine for the convenience of Licensee's own teams; or

(d) writing about, teaching with, or publishing demonstrative example code referencing the Engine.

4.3 Where a proposed Licensee project falls in a grey area with respect to Section 4.1, Licensee may submit a written description to Licensor and Licensor will provide a written determination within thirty (30) days. A written determination from Licensor shall be binding for that specific project.

5. Project Scope and Tier Upgrades

5.1 The Standard Tier covers a Licensed Project whose Project Funding is, and remains, less than two million United States dollars (US$2,000,000) for the duration of development through first commercial release.

5.2 If, at any time prior to the first commercial release of the Licensed Project, Project Funding crosses the ceiling specified in Section 5.1, Licensee shall, within sixty (60) days of crossing that threshold, either:

(a) enter into an Enterprise Tier license with Licensor on terms to be negotiated in good faith, with the fee for any such Enterprise Tier license offset by the fees previously paid by Licensee under this Agreement; or

(b) provide Licensor with a written explanation of the funding change and a proposed accommodation, which Licensor will consider in good faith.

5.3 If, during development of the Licensed Project, Licensee holds a license at a lower tier than Standard (for example, the Indie Tier) and Project Funding crosses the ceiling of that lower tier, Licensee may upgrade to the Standard Tier by paying the difference between the Standard Tier fee in effect at the time of upgrade and the fee Licensee previously paid for the lower tier. An upgrade under this Section 5.3 preserves the original Effective Date for the purposes of the Coverage Window; the Coverage Window does not reset on upgrade.

5.4 A change in Project Funding that occurs after the first commercial release of the Licensed Project does not retroactively invalidate this Agreement or require an upgrade; Licensee's perpetual rights under Section 2 in respect of Covered Major Versions continue undisturbed.

6. Updates

6.1 During the Coverage Window, Licensee shall receive, at no additional cost, every Covered Major Version of the Engine as and when generally released, together with all minor and patch releases within each Covered Major Version.

6.2 Following expiry of the Coverage Window, Licensee retains perpetual access to each Covered Major Version received during the Coverage Window, including any minor and patch releases within those Covered Major Versions which are subsequently published by Licensor (whether during or after the Coverage Window).

6.3 Support is not included in this Agreement. Email support, response-time guarantees, and bug-fix prioritization are available under separately purchased annual support add-ons as described at https://meep.company-named.com/pricing/, or under a separate written support agreement with Licensor.

7. Term and Termination

7.1 This Agreement commences on the Effective Date and continues in perpetuity in respect of each Covered Major Version. There is no recurring renewal and no recurring fee under this Agreement.

7.2 Licensor may terminate this Agreement upon written notice if Licensee materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach. A material breach includes (without limitation): distributing Engine source code in contravention of Section 3.1(a); using the Engine to develop a product other than the Licensed Project in contravention of Section 3.1(c); or breach of the Non-Compete in Section 4.

7.3 Upon termination of this Agreement under Section 7.2:

(a) Licensee shall cease all use of the Engine, including in connection with the Licensed Project;

(b) Licensee may continue to distribute, support, and update Licensed Products already released to end users prior to termination, including hotfixes and patches limited to those Covered Major Versions already received, but may not initiate substantively new development work using the Engine; and

(c) all confidentiality obligations and disclaimers shall survive.

7.4 Licensee may, at its discretion, cease using the Engine at any time. Fees paid under this Agreement are non-refundable.

8. Fees

8.1 Licensee shall pay Licensor the one-time fee set out in the Order Form accompanying this Agreement. The fee is payable in full on the Effective Date and is non-refundable except as expressly provided herein.

8.2 No further license fee is payable under this Agreement in respect of Covered Major Versions. Optional annual support add-ons, where purchased separately by Licensee, are billed and renewed under their own terms and are not part of the consideration for the license granted in Section 2.

8.3 Upgrade fees under Section 5.3 are calculated as the difference between the higher tier's fee in effect at the time of upgrade and the lower-tier fee previously paid by Licensee.

9. Intellectual Property

9.1 The Engine, including all source code, documentation, and associated materials, is and shall remain the exclusive property of Licensor. This Agreement grants Licensee a license to use the Engine; it does not transfer any ownership.

9.2 All rights, title, and interest in and to Licensed Products (excluding the Engine itself) shall vest in Licensee. Licensor claims no ownership interest in Licensee's original content, gameplay, narrative, art, or business logic.

9.3 Where Licensee modifies the Engine source under Section 2.1(c), such modifications shall be deemed derivative works of the Engine and shall be owned by Licensor, but Licensee shall retain a perpetual, royalty-free license to use those modifications within Licensed Products even after termination of this Agreement.

10. Confidentiality

10.1 The Engine source code and any non-public Documentation constitute confidential information of Licensor. Licensee shall treat such information with the same degree of care it applies to its own confidential information, and in no case less than a reasonable degree of care.

10.2 Licensee may disclose Engine source code internally to its employees and contractors who require access for the purposes permitted under this Agreement, provided such persons are bound by written confidentiality obligations no less protective than those in this Agreement.

11. Warranty Disclaimer

11.1 THE ENGINE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE ENGINE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

12.3 Nothing in this Agreement limits or excludes either party's liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

13. Indemnification

13.1 Licensee shall indemnify and hold harmless Licensor against any third-party claim arising out of Licensee's Licensed Products, including but not limited to claims related to content, gameplay, marketing, distribution channels, or end-user disputes.

13.2 Licensor shall indemnify Licensee against any third-party claim that the Engine, as distributed by Licensor and used by Licensee in accordance with this Agreement, infringes a third party's intellectual property rights, up to the liability cap in Section 12.2.

14. Assignment

14.1 Licensee may not assign or transfer this Agreement or any rights or obligations under it without Licensor's prior written consent, which shall not be unreasonably withheld in the case of (a) a bona fide corporate reorganization, merger, or acquisition, or (b) a transfer of the Licensed Project itself to a successor entity, provided in each case that the assignee assumes all obligations under this Agreement in writing and that the Licensed Project's Project Funding at the time of assignment remains within the ceiling for the Standard Tier, or the assignee concurrently upgrades to the appropriate tier under Section 5.

14.2 Licensor may assign this Agreement to a successor entity in connection with a sale, merger, reorganization, or transfer of substantially all of its business or assets.

15. Audit

15.1 No more than once per calendar year and on at least thirty (30) days' prior written notice, Licensor may request a written self-certification from Licensee, signed by an authorized officer, attesting to (a) the identity of the Licensed Project, (b) the current Project Funding, and (c) confirmation that the Engine is being used solely in connection with the Licensed Project. Licensee shall respond within thirty (30) days. This Agreement does not entitle Licensor to on-site audits, source-code inspection, or access to Licensee's internal systems.

16. Governing Law and Jurisdiction

16.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

16.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with this Agreement, except that either party may seek injunctive relief in any competent court to protect its intellectual property rights.

17. Force Majeure

17.1 Neither party shall be liable for any failure or delay in performance under this Agreement (other than for the payment of fees) to the extent caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, labor disputes, fire, flood, epidemic, or failure of public infrastructure.

18. Notices

18.1 All notices under this Agreement shall be in writing and shall be sent by email to info@company-named.com in the case of Licensor, or to the email address specified in the Order Form in the case of Licensee. Notices shall be deemed received on the next business day following transmission.

19. Entire Agreement; Amendment; Severability

19.1 This Agreement (together with the Order Form) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, and communications, whether written or oral.

19.2 This Agreement may be amended only by a writing signed by both parties.

19.3 If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

End of sample. If you've reviewed this and want to proceed, or if you have substantive comments before purchase, email info@company-named.com. Tier-specific samples for Free, Indie, and Enterprise are available on request.