LICENCE AGREEMENT

PLEASE READ THIS CAREFULLY

This is a legal agreement between Klei Entertainment, Inc. and you regarding your use of Klei’s Don't Starve assets as provided to you by Klei (the “Klei IP”). 

AGREEMENT

1. Licence to you.  Subject to the terms and conditions of this Agreement, Klei hereby grants you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable, royalty-free licence (the “Licence”) to modify the Klei IP only for your own personal, non-commercial use in Klei’s DON’T STARVE™ game (the “Game”).  

2. Restrictions.  Your modified versions of the Klei IP (the “Mods”) must not be commercialized in any way (including on merchandise or otherwise), and must not be used except in connection with your personal use of the Game.  Also, you must not modify or use the Klei IP in any way which may:
(a) be defamatory, threatening, abusive, harassing, hateful, obscene, pornographic, harmful or invasive of anyone's privacy, or excessively violent,
(b) violate any law including intellectual property, privacy or other laws;
(c) give rise to civil or other liability; 
(d) relate to illegal drugs, weapons, gambling or other illegal activities;  or
(e) in any other way tarnish or jeopardize the Game, the Klei IP or Klei.  

3. Ownership.  You own any software, artwork and other works you create without using or copying any of the Klei IP.  However, as between the parties, Klei owns the Klei IP and all derivative works thereof, including derivative works made by or for you.  

4. Klei’s use of Mods.  Klei may copy, use and display the Mods in any way in connection with the Game or the promotion of the Game without any payment or other compensation to you.  

5. Termination.  Klei may terminate the Licence for convenience upon written notice to you.  

6. Disclaimer.  The Licence and the Klei IP are “as is”.  Klei makes no express or implied representations, warranties, guarantees, OR conditions regarding the Licence OR the Klei IP, including those regarding title, non-infringement, merchantability, fitness or durability.  KLEI WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM THE USE OF THE KLEI IP, EVEN IF THOSE DAMAGES ARE FORESEEABLE.  KLEI’S MAXIMUM LIABILITY (IF ANY) TO YOU IN CONNECTION WITH THE KLEI IP WILL UNDER NO CIRCUMSTANCES EXCEED CDN$25.   

7. General. Independent Contractors. Neither party is an agent, employee or partner of the other party. Further Assurances. Each party will execute and deliver all further documents and take all further action necessary or appropriate to give effect to the provisions and intent of this Agreement. Governing Law; Jurisdiction. This Agreement will be interpreted in accordance with the laws of British Columbia (and the federal laws of Canada applicable therein), and the parties irrevocably submit to the exclusive jurisdiction of the courts of British Columbia. ILA. You has obtained independent legal advice regarding this agreement and its effect, or has voluntarily chosen not to do so.