Trainz Simulator 2009 License Agreement

This is a software license agreement ("License") between you and Auran Holdings Pty Ltd, ABN 73 081 393 311 ("Auran") for the software product known as 'Trainz Simulator 2009' or depending on the territory 'Trainz Simulator 2009: World Builder? (in all cases "Trainz"). The Trainz software product includes:

* A. software including Railyard, Driver, Surveyor and any other modules or add-on packs that Auran chooses to make available to you from time to time ("Trainz Modules");
* B. editors (including but not limited to the Surveyor module) and software exporters and utilities that allow you to create your own assets or modify existing Auran or third party assets for use within the Trainz Modules;
* C. all documentation relating to Trainz and the Trainz Modules that are included in either electronic or paper form; and
* D. all other associated media (including artwork, sound files, music and video) included with Trainz or the Trainz Modules or made available to you by Auran, (together the "Software").

* 1 IMPORTANT NOTE

THIS LICENSE OVERRIDES ALL PREVIOUS LICENSES FOR THE SOFTWARE. BY CONTINUING TO USE OR INSTALL THE SOFTWARE YOU AGREE TO USE THE SOFTWARE AND ASSOCIATED PRODUCTS IN ACCORDANCE WITH THE TERMS OF THIS LICENSE.

YOUR PERMISSION TO USE THE SOFTWARE IS CONDITIONAL UPON YOUR AGREEMENT TO THE TERMS OF THIS LICENSE. DO NOT OPEN THE SEALED PACKAGE, OR INSTALL, DOWNLOAD OR USE THE SOFTWARE, UNLESS YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENSE. BY OPENING THE PACKAGE, OR INSTALLING, DOWNLOADING OR USING THE SOFTWARE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENSE.

IF YOU DO NOT ACCEPT THE TERMS OF THIS LICENSE, DO NOT CONTINUE WITH THE INSTALLATION, RETURN THE SOFTWARE TO THE PLACE OF PURCHASE AND ANY LICENSE FEE THAT YOU HAVE PAID WILL BE REFUNDED TO YOU.

* 2 COPYRIGHT AND INTELLECTUAL PROPERTY
* 2.1 The Software is a copyright work that is protected by copyright laws and international copyright treaties. In addition, parts of the Software may be protected by registered patents in numerous jurisdictions around the world.
* 2.2 This Software is licensed to you. It is NOT sold.
* 2.3 All copyright, patent and other intellectual property rights are expressly withheld and are NOT transferred in any way by the terms of this License.

* 3 GRANT OF LICENSE
* 3.1 Subject to the terms and conditions of this License, Auran grants to you a personal, non-transferable and non-exclusive license to:
(a) install and use the Software, at any one time, on a single stand alone computer in accordance with normal operating procedures as notified by Auran from time to time; and
(b) either:
(i) make one copy of the Software that is in electronic form solely for back-up or archival purposes in support of your permitted use of the Software; or
(ii) transfer the Software that is in electronic form to a single hard disk, provided you keep the original solely for back-up or archival purposes.

* 3.2 You have no right to use the Software, in whole or in part, for any purpose other than as specified in this License. The rights granted to you in this clause 3 and clause 4 are your only rights in relation to the Software.
* 3.3 This License does not grant you any right to enhancements or updates to the Software although Auran may make available such enhancements or updates to the Software as it sees fit in its absolute discretion.
* 3.4 Except for purposes expressly permitted by law, you must not reverse engineer, decompile or disassemble the Software or any of the files that are used by the Software.
* 3.5 You must not use the Software for an illegal purpose.
* 3.6 You are responsible for the supervision, management and control of the use of the Software.
* 3.7 The grant of the license set out in clause 3.1 is not and cannot be deemed to be a sale, transfer or any other conveyance to you of Auran's trademarks or any other intellectual property rights held or used by Auran.
* 3.8 The Software is comprised of a number of modules but is licensed as a single product. Its component parts (Trainz Modules) may not be separated for use on more than one computer.
* 3.9 You must not rent, lease or lend-for-profit the Software unless you have obtained Auran's prior written consent.

* 4 AUTHORIZED USE OF THE SOFTWARE
* 4.1 The rights granted to you under clause 3 are subject to the following authorized uses of the Software.
* 4.2 Certain of the Trainz Modules and accompanying editors and exporters allow you to create your own assets for use by the Software by either:
(a) creating a completely new artistic work; or
(b) modifying an existing asset provided by Auran or a third party.
* 4.3 In the case of 4.2(a) above, you can distribute (for free or for payment) such works as you see fit with no requirement to seek Auran's approval or consent PROVIDED THAT you will cease to distribute such works as Auran reasonably considers are not new works.
* 4.4 In the case of 4.2(b) above, you can only distribute (for free or for payment) those works that are reasonably considered to be substantially different to the original work on which the new work is based. In the event of a dispute over what is considered to be 'substantially different', Auran's decision is final.
* 4.5 If you submit a work to the Auran Download Station Auran may, in its absolute discretion, choose to include a work that you have created under the terms of Clause 4.2 (a) and 4.2 (b) in a product it distributes (for free or for payment). If Auran includes a work you have created in a product it distributes, it will place your name in the credits for the relevant work.

* 5 TERMINATION
* 5.1 Auran may terminate this License with immediate effect if you commit what it considers to be a material breach of this License.
* 5.2 Upon termination of this License, you must immediately cease any further use of the Software, and you must at your expense, return to Auran or destroy (at Auran's discretion) all copies of the Software in your possession or your control .


* 6 NO WARRANTY
* 6.1 The Software is provided "as is". To the fullest extent permitted by law, no warranties, whether express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose, are made by Auran.
* 6.2 In no event will Auran be liable to you or any other person for any consequential or indirect loss, including without limitation, time, money, good will, loss of custom, damage to reputation or lost profits, which may arise from the use, operation, maintenance, modification or failed use of the software or any program created using the software.
* 6.3 If Auran is found to be liable to you, Auran's liability is limited in all circumstances to one of the following options, as selected by Auran:
(a) resupply of the Software;
(b) supply of similar Software;
(c) refunding the amount you paid to Auran for the Software;
(d) fixing the Software (if appropriate); or
(e) paying someone else to fix the Software (if appropriate).

* 7 INDEMNITIES * 7.1 You agree to indemnify
Auran for all loss, damage and costs that Auran may suffer or incur arising out of your use or misuse of the Software or in respect of any claim made or legal or regulatory action brought against Auran arising out of or relating to your conduct or your use or misuse of the Software.
* 7.2 Auran does not and will not indemnify you for any loss or damage arising from or relating to your use of the Software, including any claim of intellectual property infringement relating to use of the Software.

* 8 GOVERNING LAW
* 8.1 This License is governed by and construed in accordance with the laws of Queensland, Australia and by using the Software you submit to the jurisdiction of the courts of Queensland, Australia and their courts of appeal.

* 9 CONTACT DETAILS

Auran Content Creation and Distribution Policy

Table of contents

General terms
1 Consideration
2 Auran's rights
2.1 Grant of license
2.2 No conveyance
2.3 Rights to remove
3 Warranties
4 Indemnity
5 Limitation of liability
6 General
6.1 No partnership
6.2 Inconsistent law
6.3 Governing law
7 Interpretation



General terms
This is a legally binding license agreement ("license") between you, the uploader of New Works to the Auran Download Station and Auran Holdings Pty Limited (ABN 73 081 393 311) ("Auran") in relation to Auran's rights to your copyrighted works. This license governs Auran's and, where applicable, its Representatives and Related Entities use of your works. By uploading New Works to the Auran Download Station, or otherwise using the Auran Download Station, you are deemed to consent to, become bound by, and become a party to all the terms and conditions of this license. If you do not agree to all of the terms and conditions of this agreement, do not upload works to or otherwise use the Auran Download Station. Your continued use of the Auran Download Station is taken as your continued agreement to this license.

1. Consideration
In addition to the other obligations in this agreement, the parties enter this agreement in consideration of: (a) Auran providing you the Auran Download Station service (for such time as it decides in its absolute discretion); and
(b) you granting Auran those rights set out below.

2. Auran's rights
2.1 Grant of license
With regard to all your New Works uploaded to the Auran Download Station, you grant to Auran a personal, transferable but non-exclusive license to those New Works in order that Auran can redistribute the New Works to third parties:
(a) by making the New Works available for download from the Auran Download Station for free or for payment;
(b) by including the New Works on a CDROM or DVDROM (or other storage medium) that is made publicly available for sale or that is given away; or
(c) both (a) and (b).

2.2 No conveyance
The grant of the license in clause 2.1 ("Grant of license") is not and cannot be deemed to be a sale, transfer or any other conveyance of your intellectual property rights held in the New Works.

2.3 Rights to remove
Auran retains the right to remove any or all of your New Works from the Auran Download Station at any time and for any reason.

You can contact Auran and request that Auran remove all or any of your New Works from the Auran Download Station but Auran is under no obligation to do so.

3. Warranties
You warrant to Auran and its Representatives and Related Entities that the New Works that you upload to the Auran Download Station:
(a) are free from all computer viruses;
(b) do not infringe any copyright, patent, trademark or other intellectual property rights of any person;
(c) do not contain any 3D meshes, textures or other computer files created or distributed by Auran that have not been substantially modified; and
(d) are appropriate for download by all members (including minors) of the Planet Auran community.

4. Indemnity
You acknowledge that Auran is in no way responsible for the New Works and can in no way be considered liable for any of their contents. In addition to this limitation, you agree to indemnify Auran for all loss, damage and costs that Auran may suffer or incur arising out of:
(a) Auran's distribution of your New Works; or
(b) in respect of any claim made or legal or regulatory action brought against Auran arising out of or relating to any of your New Works.

Auran does not and will not indemnify you for any loss or damage suffered arising from:
(c) your use of the Auran Download Station;
(d) you uploading New Works to the Auran Download Station; or
(e) Auran allowing third parties to download your New Works.

5. Limitation of liability
If Auran is ever found to be liable to you, Auran's liability is limited in all circumstance to one of the following options, as selected by Auran:
(a) removal of the New Work in question from the Auran Download Station; or
(b) supply of a similar service to that of the Auran Download Station.

6. General
6.1 No partnership
Nothing contained or implied in this agreement constitutes a party becoming the partner, agent, or legal representative of the other or creates any partnership, agency or trust, and no party has any authority to bind another party in any way.

6.2 Inconsistent law
To the extent permitted by law, this agreement prevails to the extent it is inconsistent with any law.

6.3 Governing law
This agreement is governed by the courts of and law in force in Queensland, Australia.

7. Interpretation
These meanings apply unless the contrary intention appears:

Auran Download Station means the website and service maintained and run by Auran that allows people to upload New Works and allows other to download them.

Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane, Australia.

New Work means a computer file (or package of computer files) that can be used in one or more of Auran's or a third party's products to display or edit artistic, musical, literary, cinematographic or other copyrighted works. (For example a 3D model of a train carriage and its associated graphical textures for use in Auran's Trainz product is a New Work).

Planet Auran means that online web service provided by Auran for the users of its websites (with the main website address being www.auran.com).

Related Entity has the meaning it has in the Corporations Act 2001 (Cwth).

Representative of a party means an employee, officer, director or auditor of that party.


Auran can be contacted at:

Auran Holdings Pty Limited
PO Box 1026
NEW FARM QLD 4005
AUSTRALIA
Support: http://www.auran.com/helpdesk/

Copyright 2008 Auran Holdings Pty Limited. All Rights Reserved.