|
Acknowledgment
“Acknowledgement” shall mean, when used in
reference to Transactions, the act of an
electronic reply indicating that a message
(communications or data exchange) has been
received, often accompanied with an indicator of
success of failure
Adaptations
“Adaptations” shall mean any code
modifications, including patches and
improvements, made by the Licensee or its
assignees, that have been made to the SecurePlay
Software. The Source Code of any adaptation may
only be distributed from the Developer’s Forum,
and will be identified by a unique name and
version number, and attributed to its creator(s).
Affiliates
“Affiliates” shall mean the plural of any
legal entity (such as a corporation,
partnership, or limited liability company) that
is controlled by Licensee. For the purposes of
this definition, the term "control" means (i)
beneficial ownership of at least fifty percent
(50%) of the voting securities of a corporation
or other business organization with voting
securities or (ii) a fifty percent (50%) or
greater interest in the net assets or profits of
a partnership or other business organization
without voting securities.
Business Application
The Business Application shall mean any work
making use of the Licensed Subject Matter. (As
an example, licensed subject matter could be a
Secureplay Developer license or Data Obfuscator
License). For
example, a Business Application may be a game
server application that creates SecurePlay
transactions. Or, a Business Application may be
a piece of software that is compiled with,
calls, or linked with SecurePlay Software. Or, a
Business Application may be a boxed product that
makes used of IT GlobalSecure's Data Obfuscator technology. Licensee’s Business Applications must
be restricted to their authorized Field of Use
in their authorized Deployment Environment.
Commercial Use
“Commercial Use” shall mean any Business
Application that satisfies any one or more of
the following criteria:
(a) Derives revenue from End Users,
distributors, resellers, or service providers of
the Licensee’s Business Application; or,
(b) Enables the issuance of rewards, such as
sweepstake offerings or drawings, for End Users
of the business application, where such reward
is any item of cash value, regardless of whether
such reward is issued; or,
(c) Registers users, acquiring name or
nickname and e-mail or other contact
information, from End-Users;
(d) Applies if the number of transactions
exceeds 1000 segments in one month, regardless
of fees earned or award potential; or,
(e) Applies if the Licensee sells Licensed
Subject Matter; or,
(f) Applies if the Licensee sells services
employing Subject Matter.
Deployment Environment
“Deployment Environment” shall mean one or
more of the following:
End Users are using personal computers (PCs,
Macs, laptops) with non-networked Business
Applications, or End Users are using devices
that are not personal computers with
non-networked Business Applications, or End
Users are using Internet-connected devices, or
End Users are using devices with wireless
access, or End Users are using devices connected
to a Private Network. Developer’s Forum
“Developer Forum” shall mean the development
resources (documents, downloads, web pages,
chats, forum pages, patches, and knowledge
databases) hosted at the online SecurePlay
Developer Forum website at www.SecurePlay.net .
IT GlobalSecure maintains all rights to
downloads hosted at that forum. IT GlobalSecure
has perpetual royalty-free rights to use all
adaptations and improvements made to the
SecurePlay implementation as submitted by
Licensees or registered members of the
SecurePlay Developer Forum.
Electronic Product
An “Electronic Product” shall mean any
product delivered in digital form over the
Internet or any other form of digital media,
regardless of delivery method or digital media
(download, floppy, CD, ftp et al), and
regardless of whether the product is complete,
final, incremental, or distributed one time or
recurrently through subscriptions, upgrade
plans, or other business models.
End Users
“End Users”, or “Business Application Users”
shall mean any party in possession of or using
Licensed Subject Matter(s) with, on behalf of,
or as sublicense of, the Licensee. Such End
Users may include, but are not limited to,
players of games, auditors of games, auction
participants, financial trading participants,
and so forth. All End Users must be in
possession of a valid license or sublicense,
containing the essential terms of the Mass
Distribution License.
End User License Agreement
“End User License Agreement”, or EULA, shall
mean a license issued by Licensee to an End User
of a Business Application created and
distributed or sold by Licensee. When an End
User makes use of Licensed Subject Matter, then
the End User License Agreement must contain all
essential clauses of the Mass Distribution
License.
Excluded transactions
“Excluded Transactions” shall mean specific
transactions, not considered countable in a
Metering system. Transactions that are not
explicitly excluded are included. Excluded
transactions are: Initial game setup; Request
for (as opposed to implementation of)
verification as defined within Patent Rights;
Ending a game; Creation of a game setup (such as
a Blackjack shoe).
Game Segment
A “Game Segment” shall mean the smallest of:
a complete game (for Gaming Business
Applications) , or 100 player transactions (for
Gaming Business Applications). For Non-Gaming
Applications, a “Segment” is equivalent to a
Transaction.
Game Transactions
A “Game Transaction ” shall mean any
transaction associated with game activities
including but not limited to:
Posting a Player Turn with or without
Acknowledgement
Creation of simultaneous transaction (i.e.,
“Rock-Paper-Scissors” types of games)
Verification of a simultaneous transaction
Creation of secret transaction (i.e.
“Battleship” types of games)
Verification of a secret transaction
Creation of a collaborative random event to
include transmittal of game seeds and
nonreversible transformations
Verification of a collaborative random event
to include transmittal of game seeds and
nonreversible transformations
Posting a commerce transaction with or
without acknowledgement
Internet Network
An “Internet Network” shall mean a network
that can be used by any person with no
restrictions based on geography or protocol
using a standard browser, plugin, or other
freely available or freely downloadable
application and no other discrimination (besides
the means to pay for Internet Network access)
Licensed Subject Matter
“Licensed Subject Matter” means certain
proprietary technology, methods, systems,
software, hardware, hosted application,
know-how, intellectual property, and Patent
Rights related to Licensed Subject Matter,
whether issued as a product or service, where
such subject matter incorporates the SecurePlay
Software and SecurePlay Transactions (counted by
Game Segments) supported by the SecurePlay
Software.
Licensee
“Licensee” shall mean any individual,
organization, corporation or other business
entity holding a valid License Agreement with IT
GlobalSecure or its Affiliates for Licensed
Subject Matter
Licensor
“Licensor” shall mean any individual,
organization, or business entity (“party”) which
has a License Agreement with IT GlobalSecure,
Inc or its affiliates which allows that party to
sublicense the Licensed Subject Matter
Logs
Logs shall mean the recording of data
contained within metering displays.
Mass Distribution License
The “Mass Distribution License” shall mean
any license of the Licensed Subject Matter that
is distributed from a Licensee to Licensee’s End
User, where the terms of this license are
encompassed within an End User License
Agreement, where such licenses are
Nontransferrable, and most generally employed in
situations where individualized negotiations
with End Users are not practical to the
Licensee. The Mass Distribution License is a
special form of sublicense, and may not be
distributed or sublicensed by the End User.
Metering
“Metering” shall mean the act of counting the
number of transactions performed within any
application by all users, regardless of
Transaction Jurisdiction. Metering results in a
display of the transaction count in a printable
format. Where such count is encrypted for
privacy reasons, the decryption function shall
be mutually known by Company and Licensee.
Metering is enabled by the issuance of a valid
registration key uniquely assigned to each User.
Metering is used for computation of Running
Royalties.
Net Sales
"Net Sales" shall mean the sum of the
following:
(1) Licensee’s and its Affiliates' invoiced
(or immediately charged or debited) price for
Licensed Subject Matter, including charges for
access or subscriptions to applications that
include Licensed Subject Matter, less the sum of
the following:
a. discounts allowed in amounts customary in
the trade for quantity purchases, cash payments,
prompt payments, wholesalers and
distributors;
b. sales tax, tariff duties and/or use taxes
directly imposed and with reference to
particular sales;
c. outbound transportation prepaid or
allowed; and
d. amounts allowed or credited on returns.
(2) Licensee’s and its Affiliates'
disbursements for prizes, contest rewards, or
awards enabled by applications using Licensed
Subject Matter less the sum of bank charges
incurred to issue such disbursements to
recipients
No deductions shall be made for commissions
paid to individuals whether they be with
independent sales agencies or regularly employed
by Licensee or its Affiliates and on its
payroll, or for cost of collections. Net Sales
shall occur when Licensed Subject Matter shall
be invoiced, or when disbursements are issued.
Patent Rights
"Patent Rights" shall mean all patent rights
owned by the Company, whether in the U.S. or any
foreign jurisdiction.
Private Network
A “Private Network” shall mean a network that
is either highly restricted geographically (a
building, corporate network, resort, linked
entertainment centers) or technologically (such
as a Virtual Private network (VPN), otherwise
encrypted network, or via requiring access to a
proprietary platform that cannot be purchased by
the general public at a reasonable price) or via
other discriminatory criteria or restrictive
access controls.
Product Line
A “Product Line” means a set of products sold
under a common title or name for a single
deployment environment (See Definitions).
Different version numbers or releases of a
product, if published or sold under the same
title for the same deployment environment, are
considered within the same product line
Product Use
"Use" means storing, loading, installing,
executing, or displaying the Licensed Subject
Matter.
Proprietary Application
“Proprietary Applications” shall mean any
software or hardware that requires a license for
use, and is generally procured from a
manufacturer, retail store, or reseller.
Proprietary applications, if software, are
generally delivered in a binary (or executable
format). If hardware, such applications are
generally constructed to disallow reverse
engineering or replication.
Public Network
A “Public Network” shall mean a Network that
is available to any member of the public with
discrimination subject to broad geographic
boundaries (such as a metropolitan cable
provider or regional provider of wireless
services) or via commercially available
technological gateways (such as a consumer
satellite system or set-top device).
Qualified Small Businesses
“Qualified Small Businesses” shall mean those
businesses that meet at least one of the
following criteria, as determined by the Company
from public information regarding the Licensee
in acknowledged data sources (Dun & Bradstreet,
Hoovers, Standard & Poor’s, Wards’s, CorpTech,
e*Trade Financial, and Lexis-Nexis printed or
online reports):
Number of employees less than 10
Annual sales (including sales that are
subsequently considered as deferred income for
tax purposes) of under $1,000,000 per year as
computed during the year prior to obtaining your
SecurePlay Software license or license renewal,
where such sales have an effective sale date
equal to the invoice date.
Reference Implementation
“Reference Implementation”, means Source Code
within the SecurePlay Software that implements
SecurePlay transactions, or supports game
actions, including specifically such actions as:
creation of random events, creation of secret
events, creation of simultaneous events,
encryption of game data intended for local
retention of transmittal over a network, and
functions intended to confirm the integrity or
correctness of data sent between players,
players and host, or stored locally on disk. The
Reference Implementation, as such, also means
the incorporation of Licensed Subject matter
into the SecurePlay Software, and its supporting
documentation.
Registry
“Registry Application”, or “Registry” shall
mean any software, hosted on a public or private
network, that exists for the purpose of
collecting the names and contact information of
End Users or Licensees of Licensed Subject
Matter, for the purpose of creating a networked
community, forum, database, marketing center,
news service, bulletin board, consortium,
committee, standards body, review board, service
center, complaint/dispute center, verification
service, or other any such business use.
Running Royalties
Running Royalties shall mean the payments to
IT GlobalSecure or its Affiliates based upon the
usage of Licensed Subject Matter as measured
within Metering displays and Logs.
SecurePlay Software
"SecurePlay Software" means the Source Code
entitled “SECUREPLAY SOFTWARE Y.X” where Y
denotes version number, and X denotes revision
number) and any accompanying instructions,
documentation, technical data, images,
recordings, and other related materials. This
SecurePlay Software includes the Reference
Implementation. Licensor will furnish one copy
of Reference Implementation within the
SecurePlay Software, the Source Code baseline
version X.Y constituting the latest code release
as made available on the Developer’s Forum, and
one set of Documentation (consisting of
installation notes and design information) under
this Agreement.
Each Revision, identified by a change in the
number “X” to the right of the decimal point,
shall become subject to this Agreement (i) upon
acceptance by Licensor of a purchase order for
the Revision, or (ii) upon shipment to Licensee
of a new Revision under a separately negotiated
Software Support Contract, entitling Licensee to
receive such new Revisions.
SecurePlay Transaction
A “SecurePlay Transaction” shall mean the
smallest measurable unit of usage of the
Licensed Subject Matter (i.e. SecurePlay
proprietary software, technical know-how, et al.
, See Glossary of Definitions) implemented as a
communications function between two processes or
systems, where such systems are owned, deployed,
or used by Licensee, its sublicenses, and End
Users, and may be conducted within one or
between two or more processing devices.
Service
A “Service” shall mean
(a) the delivery of labor hours to a customer
where such labor hours are associated with
designing, implementing, repairing, enhancing,
or maintaining Licensed Subject Matter,
hereafter called Professional Services, or
(b) the sale of rights to use a product for a
specific term, such as in a pay-per-use or
subscription service, with no transfer of
ownership of product to the service customer,
hereafter called Usage Services, or
(c) the leasing or hosting of a product for a
specific term, with rights of use issued to a
Business Application User (i.e., customer) ,
with restrictions defined within a leasing
contract, with no transfer of ownership of
product to the customer, hereafter called Leased
(or Hosted) Services.
Source Code
Source Code for a work means the preferred
form of the work for making modifications to it.
For a executable work, complete Source Code
means all the Source Code for all modules it
contains, plus any associated interface
definition files, plus the scripts used to
control compilation and installation of the
executable.
Sublicensee
“Licensee” shall mean any individual,
organization, corporation or other business
entity holding a valid License Agreement with IT
GlobalSecure or its Affiliates for Licensed
Subject Matter, or with IT GlobalSecure
Licensee’s that possess a valid Commercial
License with approval to Sublicense
Territory
“Territory” shall mean all locations in
which:
Network Transactions are located, whether for
personal use, development, evaluation, or
commercial use (See Glossary); and,
Products developed by the Licensee are resold
in accordance with Sublicensing terms cited in
this Agreement
Transaction Jurisdiction
“Transaction Jurisdiction” shall mean the
location of the transaction. Each transaction
occurs in two or more locations at one time,
specifically the location of the sender and the
location of all (one or more) recipients,
regardless of whether the sender and receivers
are performing in a satellite or host role per
the Patent Rights.
|
Secures
your games, even if your source code is
compromised. Available as C++, Java middleware
(.exe code) libraries
"
and "PlayStation" are registered trademarks of Sony Computer
Entertainment Inc.