THQ Inc. Software License Agreement

1. READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING THE PROGRAM. THIS SOFTWARE LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR A SINGLE ENTITY "YOU") ON ONE HAND, AND THQ INC. AND ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY REFERRED TO AS "COMPANY") ON THE OTHER HAND, FOR THE SOFTWARE PRODUCT ENTITLED "COMPANY OF HEROES," WHICH INCLUDES COMPUTER SOFTWARE AND ANY ASSOCIATED MEDIA, TEXT, IMAGES, PRINTED MATERIALS, AND/OR "ONLINE" OR ELECTRONIC DOCUMENTATION (TOGETHER CALLED THE "PROGRAM"). BY INSTALLING, COPYING, OR OTHERWISE USING THE PROGRAM (OR, IN THE EVENT YOU HAVE PURCHASED THE PROGRAM AS CONTAINED ON A CD-ROM, BY OPENING THE PACKAGING MATERIALS THEREOF), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT, DO NOT INSTALL OR USE THE PROGRAM AND DELETE ALL COPIES IN YOUR POSSESSION.
2. Company grants you a non-exclusive, non-transferable license to use the Program, but retains all property rights in the Program and all copies thereof. You may: (i) use the Program on any supported computer configuration, provided the Program is used on only one (1) such computer; and (ii) permanently transfer the Program and its documentation to another user provided you retain no copies and the recipient agrees to the terms of this Agreement. You may not transfer, distribute, rent, sub-license, or lease the Program or documentation, except as provided herein; or alter, modify, or adapt the Program or documentation, or any portions thereof.
3. You acknowledge that the Program in source code form remains a confidential trade secret of Company. You agree not to modify or attempt to reverse engineer, decompile, or disassemble the Program, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4. OWNERSHIP: All right, title and interest and intellectual property rights in and to the Program (including but not limited to any titles, computer code, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artwork, images, photographs, animations, video, sounds, audio-visual effects, music, musical compositions, text and "applets," incorporated into the Program), the accompanying printed materials, and any copies of the Program, are owned by Company or its licensors. This Agreement grants you no rights to use such content other than directly as part of the Program. All rights not expressly granted under this Agreement are reserved by Company.
5. This Agreement is effective upon your installation of the Program and shall continue until revoked by Company or until you breach any term hereof; upon termination you agree to destroy or delete all copies of the Program in your possession.
6. You shall not modify the Program or merge the Program into another computer program (except to the extent the Program is made to operate within a computer operating system and in connection with other computer programs) or create derivative works based upon the Program or any part thereof.
7. The Program may not be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. If you do not meet these criteria or are not sure, do not install the software and destroy any copies in your possession. If you live in such a country, no license is granted hereunder.
8. You are responsible for assessing your own computer and the results to be obtained therefrom. YOU EXPRESSLY AGREE THAT USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, REGARDING THE PROGRAM. COMPANY AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, ITEMS OR OTHER MATERIALS FROM ERRORS OR OTHER MALFUNCTIONS CAUSED BY COMPANY, ITS LICENSORS, LICENSEE AND/OR SUBCONTRACTORS, OR BY YOUR OR ANY OTHER PARTICIPANT'S OWN ERRORS AND/OR OMISSIONS. Company and its licensors make no warranty with respect to any related software or hardware used or provided by Company in connection with the Program except as expressly set forth above.
9. LIMITED CD-ROM WARRANTY: Notwithstanding anything to the contrary contained herein, and solely with respect to Programs distributed on CD-ROM, Company warrants to the original consumer purchaser of this Program on CD-ROM that the recording medium on which the Program is recorded will be free from defects in material and workmanship for 90 days from the date of purchase. If the recording medium is found defective within 90 days of original purchase, Company agrees to replace, free of charge, any product discovered to be defective within such period upon its receipt of the product, postage paid, with proof of the date of purchase, as long as the Program is still being manufactured by Company. In the event that the Program is no longer available, Company retains the right to substitute a similar program of equal or greater value. This warranty is limited to the recording medium containing the Program as originally provided by Company and is not applicable to normal wear and tear. This warranty shall not be applicable and shall be void if the defect has arisen through abuse, mistreatment, or neglect. Any implied warranties prescribed by statute are expressly limited to the 90-day period described above. To receive warranty service in the United States: Notify the THQ Customer Service Department of the problem requiring warranty service by calling (818) 880-0456 or on the web at http://www.thq.com. If the THQ service technician is unable to solve the problem by phone or on the web via e-mail, the technician will authorize you to return the Product, at your risk of damage, freight and insurance prepaid by you, together with your dated sales slip or similar proof-of-purchase within the ninety (90) day warranty period to: THQ Inc., Customer Service Department, 29903 Agoura Road, Agoura Hills, CA 91301. To receive warranty service in the United Kingdom: Notify the THQ (UK) Limited. Customer Service Department of the problem requiring warranty service by calling +44 (0) 870 608 0047 (national/international call rates apply) or on the web at http://www.thq.co.uk and click on Help. If the THQ (UK) Limited. service technician is unable to solve the problem by phone or on the web via e-mail, the technician will authorize you to return the Product, at your risk of damage, freight and insurance prepaid by you, together with your dated sales slip or similar proof-of-purchase within the ninety (90) day warranty period to: THQ (UK) Limited., Customer Service Department, Duke's Court, Duke Street, Woking, Surrey GU21 5BH UK. Company is not responsible for unauthorized returns of the Program and reserves the right to send such unauthorized returns back to customers. This warranty shall not be applicable and shall be void if: (a) the defect in the Program has arisen through abuse, unreasonable use, mistreatment or neglect; (b) the Program is used with computer software and hardware not meeting the minimum systems requirements for the Program; (c) the Program is used for commercial purposes (including rental); (d) the Program is modified or tampered with; or (e) the Program's serial number has been altered, defaced or removed. Company will replace defective media at no charge subject to the conditions set forth above. This is your sole and exclusive remedy for any breach of warranty.
10. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY AND ITS LICENSORS SHALL NOT ASSUME OR HAVE ANY LIABILITY FOR ANY ACTION BY COMPANY OR ITS CONTENT PROVIDERS, OTHER PARTICIPANTS OR OTHER LICENSORS WITH RESPECT TO CONDUCT, COMMUNICATION OR CONTENT OF THE PROGRAM. COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE, OR MALFUNCTION OF THE PROGRAM, INCLUDING DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY'S AND ITS LICENSORS? ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT IS LIMITED SOLELY TO THE TOTAL AMOUNT PAID BY YOU FOR THE PROGRAM, IF ANY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH STATES COMPANY'S AND ITS LICENSORS? LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
11. INJUNCTION. Because Company would be irreparably damaged if the terms of this License Agreement were not specifically enforced, you agree that Company shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Company may otherwise have under applicable laws.
12. INDEMNITY. At Company's request, you agree to defend, indemnify and hold harmless Company, its subsidiaries, affiliates, contractors, officers, directors, employees, agents, licensors, licensees, distributors, content providers, and other users of the Program, from all damages, losses, liabilities, claims and expenses, including attorneys' fees, arising directly or indirectly from your acts and omissions to act in using the Program pursuant to the terms of this License Agreement or any breach of this License Agreement by you. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.
13. U.S. GOVERNMENT RESTRICTED RIGHTS. The Program and documentation have been developed entirely at private expense and are provided as "Commercial Computer Software" or "restricted computer software." Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clauses in DFARS 252.227-7013 or as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clauses at FAR 52.227-19, as applicable. The Contractor / Manufacturer is THQ Inc., 29903 Agoura Road, Agoura Hills, CA 91301.
14. TERMINATION. Without prejudice to any other rights of Company, this License Agreement and your right to use the Program may automatically terminate without notice from Company if you fail to comply with any provision of this Agreement or any terms and conditions associated with the Program. In such event, you must destroy all copies of this Program and all of its component parts.
15. GENERAL PROVISIONS. You may not use, copy, modify, sublicense, rent, sell, assign or transfer the rights or obligations granted to you in this Agreement, except as expressly provided in this Agreement. Any assignment in violation of this Agreement is void, except that you may transfer your Program to another person provided that person accepts the terms of this License Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of: (i) such provision under other circumstances, or (ii) the remaining provisions hereof under all circumstances. Company's failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Company of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Company shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Company. This Agreement shall be governed by the laws of the State of California and the United States without regard to its conflicts of laws rules and you consent to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement represents the complete agreement concerning this License Agreement between you and Company.

? 2009 THQ Inc. Developed by Relic Entertainment. NVIDIA, the NVIDIA Logo, GeForce and "The Way It's Meant to be Played" Logo are registered trademarks and/or trademarks of NVIDIA Corporation in the United States and other countries. Uses Miles Sound System. Copyright ? 1991-2008 by RAD Game Tools, Inc. MPEG Layer-3 playback supplied with the Miles Sound System from RAD Game Tools, Inc. MPEG layer-3 audio compression technology licensed by Fraunhofer IIS and THOMSON multimedia. Company of Heroes: Tales of Valor uses Havok: ? Copyright 1999-2008 Havok.com Inc. (or its licensors). All Rights Reserved. See www.havok.com for details. Portions of this software are copyright ? 2007 The FreeType Project. Intel, the Intel logo, Intel Core and Core Inside are trademarks or registered trademarks of Intel Corporation or its subsidiaries in the United States and other countries. This product contains copyrighted material owned or distributed under authority by Quazal Technologies, Inc. Copyright 1998-2007, Quazal Technologies Inc. All Rights Reserved. DivX is a registered trademark of DivX, Inc. in the United States and other countries. THQ, Relic Entertainment, Company of Heroes: Tales of Valor and their respective logos are trademarks and/or registered trademarks of THQ Inc. All rights reserved. All other trademarks, logos and copyrights are property of their respective owners.

MICROSOFT DirectX 9.0c

SUPPLEMENTAL END USER LICENSE AGREEMENT FOR MICROSOFT SOFTWARE ("Supplemental EULA")

IMPORTANT: READ CAREFULLY - These Microsoft Corporation ("Microsoft") operating system components, including any "online" or electronic documentation ("OS Components") are subject to the terms and conditions of the agreement under which you have licensed the applicable Microsoft operating system product described below (each an "End User License Agreement" or "EULA") and the terms and conditions of this Supplemental EULA. BY INSTALLING, COPYING OR OTHERWISE USING THE OS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE APPLICABLE OPERATING SYSTEM PRODUCT EULA AND THIS SUPPLEMENTAL EULA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, COPY OR USE THE OS COMPONENTS.

NOTE: IF YOU DO NOT HAVE A VALIDLY LICENSED COPY OF ANY VERSION OR EDITION OF MICROSOFT WINDOWS XP MEDIA CENTER EDITION, MICROSOFT WINDOWS 95, WINDOWS 98, WINDOWS NT 4.0 WINDOWS 2000 OPERATING SYSTEM OR ANY MICROSOFT OPERATING SYSTEM THAT IS A SUCCESSOR TO ANY OF THOSE OPERATING SYSTEMS (each an "OS Product"), YOU ARE NOT AUTHORIZED TO INSTALL, COPY OR OTHERWISE USE THE OS COMPONENTS AND YOU HAVE NO RIGHTS UNDER THIS SUPPLEMENTAL EULA.

Capitalized terms used in this Supplemental EULA and not otherwise defined herein shall have the meanings assigned to them in the applicable OS Product EULA.

General. Each of the OS Components available from this site is identified as being applicable to one or more of the OS Products. The applicable OS Components are provided to you by Microsoft to update, supplement, or replace existing functionality of the applicable OS Product. Microsoft grants you a license to use the applicable OS Components under the terms and conditions of the EULA for the applicable OS Product (which are hereby incorporated by reference except as set forth below), the terms and conditions set forth in this Supplemental EULA, and the terms and conditions of any additional end user license agreement that may accompany the individual OS Components (each an "Individual EULA"), provided that you comply with all such terms and conditions. To the extent that there is a conflict among any of these terms and conditions applicable to the OS Components, the following hierarchy shall apply: 1) the terms and conditions of the Individual EULA; 2) the terms and conditions in this Supplemental EULA; and 3) the terms and conditions of the applicable OS Product EULA.

Additional Rights and Limitations.

* If you have multiple validly licensed copies of any OS Product, you may reproduce, install and use one copy of the applicable OS Components as part of the applicable OS product on all of your computers running validly licensed copies of the applicable OS Product, provided that you use such additional copies of such OS Components in accordance with the terms and conditions above. For each validly licensed copy of the applicable OS Product, you also may reproduce one additional copy of the applicable OS Components solely for archival purposes or reinstallation of the OS Components on the same computer as the OS Components were previously installed. Microsoft retains all right, title and interest in and to the OS Components. All rights not expressly granted are reserved by Microsoft.

* If you are installing the OS Components on behalf of an organization other than your own, prior to installing any of the OS Components, you must confirm that the end-user (whether an individual or a single entity) has received, read and accepted these terms and conditions.

* The OS Components may contain technology that enables applications to be shared between two or more computers, even if an application is installed on only one of the computers. You may use this technology with all Microsoft application products for multi-party conferences. For non-Microsoft applications, you should consult the accompanying license agreement or contact the licensor to determine whether application sharing is permitted by the licensor.

* You may not disclose the results of any benchmark test of the .NET Framework component of the OS Components to any third party without Microsoft?s prior written approval.

SOLELY WITH RESPECT TO THE MICROSOFT VIRTUAL MACHINE FOR JAVA, YOU ARE ONLY LICENSED TO INSTALL THIS OS COMPONENT ON A MACHINE THAT ALREADY CONTAINS A VERSION OF THE MICROSOFT VIRTUAL MACHINE FOR JAVA.

IF THE APPLICABLE OS PRODUCT WAS LICENSED TO YOU BY MICROSOFT OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, THE LIMITED WARRANTY (IF ANY) INCLUDED IN THE APPLICABLE OS PRODUCT EULA APPLIES TO THE APPLICABLE OS COMPONENTS PROVIDED THE APPLICABLE OS COMPONENTS HAVE BEEN LICENSED BY YOU WITHIN THE TERM OF THE LIMITED WARRANTY IN THE APPLICABLE OS PRODUCT EULA. HOWEVER, THIS SUPPLEMENTAL EULA DOES NOT EXTEND THE TIME PERIOD FOR WHICH THE LIMITED WARRANTY IS PROVIDED.

IF THE APPLICABLE OS PRODUCT WAS LICENSED TO YOU BY AN ENTITY OTHER THAN MICROSOFT OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, MICROSOFT DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APPLICABLE OS COMPONENTS AS FOLLOWS:

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT AND ITS SUPPLIERS PROVIDE TO YOU THE OS COMPONENTS, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE OS COMPONENTS ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; AND MICROSOFT AND ITS SUPPLIERS HEREBY DISCLAIM WITH RESPECT TO THE OS COMPONENTS AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE OS COMPONENTS AND ANY SUPPORT SERVICES REMAINS WITH YOU.

EXCLUSION OF INCIDENTAL,CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE OS COMPONENTS OR THE SUPPORT SERVICES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS SUPPLEMENTAL EULA, EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MICROSOFT AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS SUPPLEMENTAL EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE OS COMPONENTS OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.