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, in the version available to Licensee as of the Effective Date and any subsequent versions provided to Licensee during the Term.

1.2 "Licensed Product" means any software product, game, application, or simulation developed by Licensee that incorporates, links against, or is otherwise derived from the Engine, and that is intended for distribution to end users.

1.3 "Seat" means one human individual who, during the Term, reads, modifies, debugs, or commits Engine source code as part of Licensee's development work. Personnel who only consume Engine APIs without reading or modifying source, as well as automated build systems, continuous integration runners, and quality-assurance testers who do not edit Engine code, do not count as Seats. Personnel engaged for fewer than thirty (30) consecutive days during the Term may be pro-rated honestly and do not occupy a permanent Seat.

1.4 "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.

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

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

1.7 "Term" means the period during which this Agreement is in force, as set out in Section 7.

2. Grant of License

2.1 Subject to Licensee's continued compliance with this Agreement and timely payment of fees, Licensor grants Licensee a non-exclusive, non-transferable, worldwide license, during the Term, to:

(a) install, copy, and use the Engine for the purpose of developing Licensed Products;

(b) read and reference the full source code of the Engine;

(c) modify the Engine source code solely for incorporation into Licensee's Licensed Products, 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 to end users on any platform; and

(e) authorize the number of Seats purchased under this Agreement.

2.2 The Standard Tier imposes no cap on the number of Licensed Products or on revenue derived from Licensed Products.

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) exceed the licensed Seat count without first amending this Agreement and paying any incremental fees due; 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 Licensee's own Licensed Products;

(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 for the duration of the Term.

5. Source Continuity

5.1 A "Continuity Event" occurs upon the earliest of the following:

(a) Licensor publicly announces the discontinuation of the Engine;

(b) Licensor fails for one hundred and eighty (180) consecutive days to (i) respond substantively to commercial inquiries directed to the published licensing contact, and (ii) publish any maintenance release, security update, or commit visible to active licensees; or

(c) Licensor is dissolved, becomes insolvent, ceases trading, or its principal natural person responsible for Engine development is deceased or permanently incapacitated, and no successor entity has been publicly designated within twelve (12) months thereafter.

5.2 Upon a Continuity Event, automatically and without further action:

(a) Licensee's license to the most recent version of the Engine available to Licensee at the time of the Continuity Event becomes perpetual and royalty-free, surviving any future expiration of this Agreement;

(b) Licensee is granted the additional right to modify the Engine source code and to distribute such modifications internally and within Licensed Products without restriction; and

(c) the Non-Compete in Section 4 is suspended for so long as the Continuity Event subsists.

5.3 If, following a Continuity Event, Licensor or a duly-designated successor resumes ongoing development and commercial licensing of the Engine, the suspension in Section 5.2(c) shall cease prospectively on ninety (90) days' written notice to Licensee, provided that the perpetual rights granted in Section 5.2(a) and (b) shall not be revoked.

6. Updates and Support

6.1 During the Term, Licensee shall receive at no additional cost all updates, bug fixes, and feature releases of the Engine published within the same major version line in effect as of the Effective Date.

6.2 Licensor shall use commercially reasonable efforts to respond to support inquiries submitted by Licensee via email to the contact specified in Section 18 within five (5) business days. Priority bug fixes for issues affecting Licensee's production builds shall be prioritized at Licensor's reasonable discretion.

6.3 The Standard Tier does not include dedicated support hours, on-site assistance, custom feature development, or guaranteed response-time service level agreements. Such services may be procured separately under the Enterprise Tier or by separate written agreement.

7. Term, Renewal, and Termination

7.1 This Agreement commences on the Effective Date and continues for an initial term of one (1) year (the "Initial Term").

7.2 The Agreement shall automatically renew for successive one-year periods (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.3 Licensor may terminate this Agreement immediately 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.

7.4 Licensee may terminate this Agreement at any time on thirty (30) days' written notice; fees paid for the current Term are non-refundable.

7.5 Upon termination or expiration of this Agreement (other than as a result of a Continuity Event under Section 5):

(a) Licensee shall cease using the Engine for the development of new Licensed Products;

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

(c) all confidentiality obligations and disclaimers shall survive.

8. Fees

8.1 Licensee shall pay Licensor the fees set out in the Order Form accompanying this Agreement. Fees are payable in advance for each Term and are non-refundable except as expressly provided herein.

8.2 Licensor may revise fees for Renewal Terms upon at least sixty (60) days' written notice prior to the end of the then-current Term.

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 DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 bona fide corporate reorganization, merger, or acquisition, provided that the assignee assumes all obligations under this Agreement in writing and meets the Seat and scope criteria of the Standard Tier or upgrades to a tier that fits.

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 the number of Seats then in use. Licensee shall respond within thirty (30) days. The Standard Tier 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.