ION – EULA

Solid Axis™ ION - End User License Agreement

1. Terms of Use and Privacy Policy

1.1. This End User License Agreement ("EULA") relates to distribution and use of the Solid State ION Download Accelerator ("ION Technology"), a product of Solid State Networks, Incorporated, an Arizona corporation with its principal place of business at 1505 West University Drive, Suite 103, Tempe, Arizona 85281 ("Solid State").

1.2. "ION Technology" means software, hardware, documentation, know-how, intellectual property, and any other information related to the goods or services made available to Licensee by Solid State and any portion thereof.

1.3. The ION Technology has been licensed to Acclaim Games Incorporated ("Licensee"). Licensee has been granted the right to distribute software utilizing the ION Technology, as well as information via the ION Technology, in accordance with the terms of a Technology License Agreement between Solid State and Licensee. You may make use of the ION Technology in accordance with this EULA.

2. User and Service Security.

2.1. Neither Licensee nor Solid State will obtain your consent before allowing the download of any software via the ION Technology. Once you consent to the initial download of the ION Technology, you may receive automatic updates or patches pertaining to such software. You understand and agree that any material you request, including but not limited to downloaded software, required or automated updates, modifications, reinstallations, or software otherwise obtained through the use of the ION Technology is requested at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that may result from any such material.

3. Usage Rules.

3.1. Subject to your compliance with the terms and conditions of this EULA, Licensee grants you a non-transferable, non-sublicensable right to access, view or stream and, if permitted, download, material only for your personal, non-commercial use. You may not further distribute any material to third parties or post material to other web sites or make any other uses. You agree not to use any material commercially and not to copy, modify, distribute, publicly display or perform any material (except as such acts are necessarily initiated by the ION Technology to distribute such Products to authorized recipients).

3.2. No license or right is granted, by implication or otherwise, to you, under any intellectual property rights or other proprietary rights now or hereafter owned or controlled by Licensee or its licensor(s), except for licenses and rights expressly granted in this EULA, and Licensee and/or Solid State reserve all other rights. If you want to make commercial use of the Products and/or the ION Technology, you must enter into a written agreement with Solid State to do so, in advance of any such use.

3.3. Notwithstanding the license grant to you, you must not do any of the following while using the ION Technology:

3.3.1. Use the ION Technology to sell a product or service, or to increase traffic to your website for commercial reasons, such as advertising sales;

3.3.2. Use, display, mirror, frame or utilize framing techniques to enclose the ION Technology, or any individual element or materials within the ION Technology, including but not limited to search results, the Solid State name, any Solid State trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Solid State's express written consent;

3.3.3. Take the results from the ION Technology and reformat and display them except as incidental or necessary to the use of the ION Technology;

3.3.4. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure protecting any systems or any information related to ION Technology;

3.3.5. Attempt to decipher, decompile, disassemble or reverse engineer any of the software relating to the ION Technology;

3.3.6. Violate any applicable law, regulation or ordinance; or

3.3.7. Use the ION Technology for any commercial purpose or the benefit of any third party or in any manner not permitted by this EULA.

4. No Responsibility for Third Party Materials or Web Sites.

4.1. Certain content, Products, and services available via the ION Technology may include materials from third parties. In addition, Licensee and/or Solid State may provide links to certain third party web sites. You acknowledge and agree that Licensee and/or Solid State are not responsible for examining or evaluating the content or accuracy of any such third party material or web sites. Licensee and/or Solid State do not warrant or endorse and do not assume and will not have any liability or responsibility for any third party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. If you decide to link to any such third party web sites, you do so entirely at your own risk.

5. Disclaimer of Warranties; Limitation of Liability.

5.1. NEITHER LICENSEE NOR SOLID STATE GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE ION TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LICENSEE AND/OR SOLID STATE MAY REMOVE THE ION TECHNOLOGY FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE ION TECHNOLOGY AT ANY TIME, WITHOUT NOTICE TO YOU. NEITHER LICENSEE NOR SOLID STATE REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND LICENSEE AND SOLID STATE DISCLAIM ANY LIABILITY RELATING THERETO. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

5.2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE ION TECHNOLOGY IS AT YOUR SOLE RISK. THE ION TECHNOLOGY AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE ION TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

5.3. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, WILL LICENSEE, SOLID STATE, OR ANY OF THEIR AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, LICENSORS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE ION TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN ANY CONTENT, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF LICENSEE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSEE OR SOLID STATE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE GREATER OF (1) THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE ION TECHNOLOGY DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR (2) $100.

5.4. YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF INFORMATION IS AT YOUR SOLE RISK, AND LICENSEE AND SOLID STATE HEREBY DISCLAIM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

5.5. LICENSEE AND SOLID STATE MAKE NO WARRANTY THAT ANY PARTICULAR SOFTWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM WILL BE COMPATIBLE WITH THE PRODUCTS OR THE SERVICE OR THAT ANY SOFTWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM USING THE SERVICE WILL FUNCTION IN ANY MANNER. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR SOFTWARE, EQUIPMENT AND OTHER DEVICES AND SYSTEM(S) WILL FUNCTION CORRECTLY WITH THE PRODUCTS AND THE ION TECHNOLOGY.

6. Waiver and Indemnity.

6.1. By using the ION Technology, you agree to indemnify and hold Licensee, Solid State, their directors, officers, employees, affiliates, agents, and contractors harmless with respect to any claims arising out of your breach of this EULA, your use of the ION Technology, or any action taken by Licensee and/or Solid State as part of its investigation of a suspected violation of this EULA or as a result of its finding or decision that a violation of this EULA has occurred. You cannot sue or recover any damages from Licensee, Solid State, their directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information, Product, or content, to warn you, to suspend or terminate your access to the ION Technology, or to take any other action during the investigation of a suspected violation or as a result of the conclusion of Licensee and/or Solid State that a violation of this EULA has occurred.

7. Governing Law; Remedies.

7.1. With respect to Solid State, the laws of the State of Arizona, excluding its conflicts of law rules, govern these Terms and your use of the ION Technology. Your use of the ION Technology may also be subject to other local, state, national, or international laws. With respect to Solid State, you expressly agree that exclusive jurisdiction for any claim or dispute with Solid State or relating in any way to your use of the ION Technology resides in the courts of the State of Arizona.

8. Miscellaneous.

8.1. This EULA constitutes the entire agreement between you and Licensee as well as between you and Solid State regarding the ION Technology. This EULA governs your use of the ION Technology, superseding any prior EULAs between you and Licensee or between you and Solid State. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software. If any part of this EULA is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Failure of Licensee and/or Solid State to enforce any right or provisions in this EULA will not constitute a waiver of such provision, or any other provision of this EULA. Licensee and/or Solid State will not be responsible for failures to fulfill any obligations due to causes beyond its control. Licensee and/or Solid State obtains permission from record companies and other content owners to make their musical and other content available to you through the ION Technology. You agree that the content owners that license their musical and other content to Licensee and/or Solid State for the ION Technology are intended third party beneficiaries under this EULA with the right to enforce the provisions of this EULA that directly concern their content.

See also: ION Overview & FAQ