End User License Agreement

Thank you for purchasing access to a James Report (the “Report”).  The Report contains confidential information and constitutes intellectual property belonging to James Industry Research Group (“we,” “us,” or “our”).  Unauthorized use, reproduction, or disclosure of this Report or the contents thereof without our prior written consent is prohibited.  Unless the context indicates otherwise, the term “you” or “your” when used in this Report refers to Purchaser and any Authorized Recipient, as those terms are defined below.

This Content License Agreement (this “License”) governs your use of the Report.  BY DOWNLOADING, ACCESSING, AND/OR VIEWING THE REPORT, YOU ACCEPT THIS LICENSE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1.                  Persons Authorized to View the Report.  The Report may only be used, accessed, displayed, and viewed only by the following individuals and entities: (collectively, “Authorized Recipients”):

(a)               The purchaser of this Report, whose name appears in the watermark header and watermarked center-of-page of this Report (the “Purchaser”);

(b)               Any Affiliate (as defined below) of Purchaser; and

(c)               Any employee, contractor, service provider, director, officer, manager, trustee, or other agent of Purchaser or its Affiliate who has a bona fide need to know or use the contents of the Report for the internal business purposes of Purchaser and/or its Affiliates.

“Affiliate” of Purchaser means any individual or entity that directly or indirectly, including through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser.  For purposes of the foregoing definition, “control” means the ability to direct the management and policies of an entity, either via ownership of more than fifty-percent (50%) of the voting securities of such entity, by contract, or otherwise, and “controlled by” and “under common control with” have correlative meanings.

Purchaser shall be responsible and liable for any breach of this License by any individual or entity Purchaser provides with access to or a copy the Report, whether or not such individual or entity is an Authorized Recipient.

2.                  License Grant. Subject to your compliance with this License, we grant to you a non-exclusive, non-transferable, non-sublicensable, limited license to use, copy, and display the Report and its contents only for the internal business purposes of Purchaser and its Affiliates, and for no other purposes.

3.                  Confidentiality.  Except as described in Section 4, the Report and its contents are confidential information belonging to us, and you may not disclose, display, or distribute the Report or its contents to any individual or entity who is not an Authorized Recipient without our prior written permission.  You shall use reasonable physical, administrative, and technical measures to safeguard all copies of the Report and its contents from unauthorized use or disclosure.

4.                  Disclosure of Product Rating for Marketing Purposes; Other Exceptions to Confidentiality.  You may publicly disclose the ratings of your gaming products contained in the Report for marketing and other purposes.  Furthermore, the restrictions set forth in Section 3 shall not apply to any information contained in the Report that (a) is or becomes publicly available other than as a result of an Authorize Recipient’s breach of this License, (b) that you independently develop without use of or reference to information contained in the Report, or (c) that you receive without any restrictions on use or further disclosure from a third party who has the right to disclose such information to you under such terms.

5.                  Ownership of Intellectual Property.  The Report and all intellectual property rights associated therewith, including copyrights, are and shall remain our sole and exclusive property. All copies of the Report made by you must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.

6.                  Use Restrictions. You shall not, directly or indirectly: (a) use the Report beyond the scope of the license granted hereunder; (b) modify, translate, adapt or otherwise create derivative works or improvements of the Report or any part thereof; (c) remove, delete, alter or obscure any trademarks or any copyright, trademark, confidentiality, or other intellectual property or proprietary rights notices from the Report, including any copy thereof; (d) publish the Report or make it available to any individual or entity other than Authorized Recipients, whether or not over a network and whether or not on a hosted basis; (g) use the Report in violation of applicable law; or (h) use the Report for purposes of development of a similar or competing product or service.

7.                  Compliance Measures.  The Report may contain technological copy protection or security features designed to prevent and detect unauthorized use of the Report, including metadata and a watermark that identifies the Purchaser to whom your copy of the Report belongs.  You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to any such copy protection or security features.

8.                  Disclaimer Of Warranties.  THE REPORT IS PROVIDED “AS IS,” AND WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR ANY IMPLIED WARRANTIES RELATED TO THE REPORT. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS ARISING FROM CUSTOM OR TRADE USAGE OR FROM COURSE OF DEALING OR PERFORMANCE.  WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE REPORT WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS.  SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES; THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

9.                  Limitations of Liability.  IN NO EVENT WILL OUR AGGREGATE LIABILITY TOGETHER WITH THE LIABILITY OF OUR REPRESENTATIVES ARISING OUT OF OR RELATED TO THIS LICENSE OR THE REPORT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY PURCHASER FOR A COPY OF THE REPORT.  FURTHERMORE, IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, AND/OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH ANY SUCH DAMAGES ARE SOUGHT.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF CLAIMS; THEREFORE, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10.              Governing Law & Venue. This License shall be governed by and construed under the laws of the State of Oregon, without giving effect to any conflict-of-laws principles that would apply a different body of law.  Any action brought to enforce or interpret the terms of this License shall be brought in the federal or state courts located in Multnomah County, Oregon, and we and you hereby waive any claim or defense that such forum is not convenient or proper.  You and we each agree that any such court shall have personal jurisdiction over you and us.

11.              Injunctive Relief

.  You acknowledge and agree that any breach of this License, including the confidentiality restrictions contained herein, may cause irreparable harm and loss to us and that money damages alone would not provide an adequate remedy in such event.  Accordingly, you agree that, in addition to any other remedy to which we may be entitled, at law or in equity, we will be entitled to seek injunctive or other equitable relief to restrain any breach or threatened breach of, or to otherwise specifically enforce, any of the covenants set forth in this License, without posting a bond or other form of security.

12.              Miscellaneous.  If any term or provision of this License is held to be invalid or unenforceable to any extent, this License will continue in full force and effect and such provision will be amended to the least extent necessary to conform to applicable laws and to accomplish the parties’ intentions.  Waiver of any provision of this License will not result in the waiver of any other provision of this License or subsequent waiver of the same provision.  Failure or delay of either party at any time to enforce any of the provisions of this License will not be construed as a waiver of such provisions or in any way affect the validity of this License or parts thereof.