SN Systems Standard User License
Network Development Kit

Effective from: 21st April 2009

1 Background

1.1   SN Systems has created two software products, the NDK Analyzer and the NDK TCP/IP Stack which together form the Network Development Kit or “NDK�Efor use when developing console-based video games for the 128-bit computer entertainment system developed by Sony under the trademark PlayStation®2.

1.2   The NDK TCP/IP Stack is middleware which enables TCP/IP based network connectivity for console based video games for PlayStation®2.

1.3   The NDK Analyzer is a computer application which: (a) enables a developer to use the NDK TCP/IP Stack using the native DECI2 interface; and (b) to analyse and intercept all Internet traffic to and from PlayStation®2 on the developer's local area network.

1.4   The Developer is a developer of video games for Sony PlayStation®2 who wishes to use the Network Development Kit, subject to the terms and conditions of this Agreement.

2  Interpretation and Definitions

2.1   In this Standard User License ("SUL"): "this Agreement" is the Purchase Order together with this SUL; "NDK Analyzer" is the computer application as described in clause 1.3 above and in SN Systems�Eproduct literature from time to time; "Developer" is the licensee of the Software; "Implementation Date" is the date when either the Developer downloads the Software from SN Systems' web-site or installs the software supplied in CD-Rom format by SN Systems on the Developer’s computer system; "Intellectual Property Rights" means without limitation all rights in patents, copyright, design rights, service marks, logos, trade secrets, database rights, trademarks (whether registered or unregistered) and all applications for the same, anywhere in the world; "License Fee" is $5,000 (five thousand US Dollars); "New Releases" means new releases, updates and upgrades of the Software;"PlayStation®2" is the 128-bit computer entertainment system developed by Sony; "Product" is the multi-play game or other product being developed by the Developer for PlayStation®2; "Purchase Order" is the offer by the Developer to SN Systems to purchase the license for the Software for the License Fee; "Site" is the single geographical location described by the Developer on the Purchase Order and the area within a 25 mile radius of that location; "Software" is the NDK Analyzer and the NDK TCP/IP Stack which together forms the Network Development Kit and the related user documentation (where applicable) as posted on SN Systems' website or published by SN Systems from time to time; "NDK TCP/IP Stack" has the functionality described in clause 1.2 above and as described in SN Systems�Eproduct literature from time to time; "TCP/IP" means Transmission Control Protocol/Internet Protocol; "The Sony Information" is the information relating to the hardware and software forming PlayStation®2 provided by Sony to SN Systems to enable SN Systems to develop the Software; "Sony" is Sony Computer Entertainment Inc whose principal place of business is 1-1 Akasaka 7-Chrome, Minato-ku, Tokyo 107-0052, Japan; "SN Systems" is SN Systems Limited a private limited company registered in England and Wales (no. 02436957) whose registered office is at 10 Great Marlborough Street, London, W1F 7LP.

2.2   In the event of any inconsistency between the Purchase Order and the SUL, the terms of this SUL shall prevail. Terms used in this Agreement will, where appropriate, be construed in accordance with their common usage in the UK computer industry.

3  Granting of License

3.1   In consideration of the License Fee SN Systems grants to the Developer on the following terms and conditions a perpetual (subject to clause 7) non-transferable and non-exclusive license to use the Intellectual Property Rights in the Software on an unlimited number of computers at the Site for the purposes of developing prospective Products.

3.2   SN Systems reserves all rights not expressly granted. This SUL is personal to the Developer and must not be assigned, sublicensed, sold or made over to any other person.

3.3   The Developer will promptly notify SN Systems in writing with all details of any matter likely to give rise to a dispute in connection with any infringement of the Intellectual Property Rights of SN Systems in the Software.

3.4   On acceptance of a Purchase Order SN Systems will provide the Developer with a licence key file in order to activate the NDK Analyzer and will (at its entire discretion) either:

3.4.1  give the Developer a password to enable the Developer to download the Software from SN Systems' web-site; or

3.4.2  deliver the Software to the Site in CD-Rom format.

3.5   Where the Software is delivered in CD-Rom format, SN Systems may charge the Developer an administration fee, details of which will be posted on the SN Systems' web-site from time to time.

3.6   The media upon which the Software is provided will remain the property of SN Systems. Risk in such media passes to the Developer on delivery.

3.7   On receipt of cleared funds in respect of the License Fee, SN Systems will issue a license key file every 180 days to enable access to the Software for the duration of this Agreement.

4  Ownership and copyright

4.1   SN Systems has the right to grant a license or sub-licence of the Intellectual Property Rights contained in the Software. This License is not a sale of the original software or any copy.

4.2   SN Systems is permitted to use the Sony Information pursuant to agreements entered into with Sony. SN Systems gives no warranty:

4.2.1  as to the ownership by Sony of the Sony Information to the Developer; and

4.2.2  in respect of any software incorporated into the Software provided by third parties.

4.3   The software described in clause 4.2 is provided "as is" and without any express or implied terms including without limitation the implied terms of satisfactory quality and fitness for a particular purpose.

5  Copies and Modifications

5.1   The Developer may not use, copy, modify, decompile, reverse engineer, disassemble, transfer, rent, lease, sub-contract, or transfer the rights in the Software or any copy, modification or merged portion thereof in whole or in part, except as permitted by Sections 50(A) and 50(B) of the Copyright, Designs and Patents Act 1988 or as expressly provided for in this SUL.

5.2  The Developer may not remove or interfere with any proprietary notices or labels on, in or relating to the Software.

6  Use of the Licensed Software and Auditing Rights

6.1   The Developer will keep full, accurate and up to date records of the location(s) where the Software is being used.

6.2   In order to use the Software, the Developer must have the following system requirements:-

6.2.1  a PlayStation®2 development system; and

6.2.2  an Internet connection.

6.3   SN Systems may audit the use of the Software by the Developer to ensure that the terms and conditions of this SUL are being complied with on the giving of reasonable advance written notice. This right will not be exercisable more than is reasonably necessary. The Developer hereby grants to SN Systems all necessary access to any premises used by or under the control of the Developer as well as the records referred to in clause 6.1. If an audit reveals that the Software has been used at a site other than the Site and for which no licence has been expressly granted by SN Systems, then without prejudice to any other rights SN Systems may have, SN Systems will be immediately entitled and the Developer will pay SN Systems the additional Licence Fee(s) that should have been paid by the Developer to SN Systems and the reasonable costs of its audit. This clause 6.3 and clause 6.4 and 6.5 will survive termination of this Agreement.

6.4   The Developer may not incorporate the NDK TCP/IP Stack in to any completed Product to be released. Breach of this condition will be deemed to be a repudiatory breach incapable of remedy and will enable SN Systems to terminate this Agreement on notice to the Developer with immediate effect. If the Developer wishes to incorporate the NDK TCP/IP Stack into a Product to be released then it must enter into a separate licence with SN Systems on payment of a further fee.

6.5   The Developer undertakes to SN Systems that it will provide SN Systems (within a reasonable time of a request from SN Systems) with a sample copy of all the Products released by the Developer on the PlayStation®2 for the purposes of ensuring that the provisions contained in clause 6.4 have been complied with (other than those Product(s) in respect of which the Developer has (prior to incorporation) entered into a NDK TCP/IP Stack Licence with SN Systems). The Developer grants SN Systems a non-exclusive, perpetual licence to test such Product(s) accordingly.

7  Termination

7.1   SN Systems may terminate this Agreement immediately in the event of: (a) failure by the Developer to pay any License Fee or make any other payment within 30 days of the due payment date; (b) any use by the Developer of the Software outside the scope of the license granted by this Agreement, which use is not remedied within 7 days of its arising; (c) any other material breach of this Agreement which, if capable of remedy, remains unremedied for more than 7 days; (d) the termination of any of the agreements between Sony and SN Systems referred to in clause 4.2; (e) a material error or defect being reported to it under clause 9, which SN Systems believes it cannot reasonably correct; or (f) a breach by the Developer of the terms contained in clause 6.4.

7.2   The Developer may for a period of 30 days terminate this Agreement on notice to SN Systems with immediate effect following the publication by SN Systems of new terms of this Agreement as described in clause 12.10.

7.3   This Agreement is effective from the Implementation Date and will remain in force for a period of two years commencing on the Implementation Date unless terminated earlier in accordance with its terms.

7.4   Termination for whatever reason will be without prejudice to any outstanding License Fee(s) or other amounts owing to SN Systems by the Developer or any other rights of either party under this Agreement which may have accrued up to the date of termination.

7.5 Upon termination the Developer will, depending on the decision of SN Systems:

7.5.1  immediately cease use of the Software for any purpose;

7.5.2  delete or destroy the password described in clause 3.4, license key file and all copies of the Software in its possession or control including without limitation erasure of the Software from the storage media of any computer;

7.5.3  destroy or return the Software to SN Systems; and

7.5.4 (where termination occurs pursuant to clause 6.4) immediately extract the NDK TCP/IP Stack from the Products in question (or if this is not possible, destroy all copies of the Product illegally containing the NDK TCP/IP Stack).

8  Limited Warranties and Limitation and Exclusion of Liability

8.1   The rights and remedies contained in clause 9 of this Agreement are the entire rights and remedies of the Developer against SN Systems, whether arising under this Agreement or otherwise, and further, the Developer hereby waives any other rights and entitlement it may have, whether under statute, common law or as a result of this Agreement or any contract with a third party, to make any claim against SN Systems.

8.2   Except as expressly provided under this Agreement all representations, conditions, warranties whether expressed or implied (by statue or otherwise) are excluded to the fullest extent permitted by law. In particular, but without limitation, SN Systems excludes any representation, condition or warranty that: (a) the Software will meet the Developer’s requirements; (b) the operation of the Software will be uninterrupted or error free; or (c) regarding the use or the results of the use of the Software in terms of its correctness, accuracy, reliability, compatibility with any hardware or operating system used to control the Product or otherwise.

8.3   The Developer will load and use the Software at its own risk. SN Systems will not (subject to the terms contained in clause 8.4) in any circumstances (including if SN Systems has been negligent) be liable in connection with this Agreement or its subject matter for: (a) any direct or consequential loss or damage at all; or (b) any loss of business, data, capital, profit, or goodwill whether arising in the ordinary course of business or otherwise; or (c) for any special, indirect, consequential, incidental or punitive damages howsoever caused including without limitation any damages arising as a result of accessing the Internet or connections to other computer systems or consoles.

8.4   In no event will SN Systems�Eliability exceed the License Fee under this Agreement.

8.5   Nothing in this clause 8 or elsewhere in this Agreement will apply so as to limit or exclude any liability SN Systems may have to the Developer resulting from death or personal injury caused by the negligence of SN Systems or any fraud or fraudulent misrepresentation made to the Developer by SN Systems or breach of the terms relating to title implied under section 12 of the Sale of Goods Act 1979.

9  Remedies and Notification

9.1   In the event of a material error or defect in the Software arising during the term of this Agreement (as set out in clause 7.2), SN Systems will correct (as far as it is able) such error or defect to the reasonable satisfaction of the Developer, provided that the Developer immediately notifies SN Systems of any such error or defect or suspected error or defect in the Software as soon as it is discovered and supplies SN Systems with detailed information of the error or defect on notification and an up-to-date master copy of the Product.

9.2   If the Developer terminates this Agreement pursuant to its right under clause 12.10 then the Developer will (to the exclusion of all other rights and remedies), if termination occurs within a 24 month period after the Implementation Date, be entitled to a refund by SN Systems to a proportion of the License Fee calculated by reference to the following formula:

R = (24 - E) x LF/24

where

R = total amount of refund

E = elapsed number of months from the Implementation Date

LF = license fee

10  Support Services and Updates

10.1 SN Systems will provide support services from time to time but reserves the express right in its absolute discretion to:

10.1.1  interrupt, withdraw, suspend, modify and terminate the provision of such services in such manner at such time as it sees fit; and

10.1.2  offer the service for such support fee it considers appropriate.

10.2 SN Systems may provide patches or fixes of the Software under clause 10.1 although it is under no obligation to do so.

10.3 New Releases may be made available by SN Systems in consideration of the payment of a further license fee (details of which will be made available on SN Systems' web site) and will be subject to the terms and conditions of this Agreement.

11 Payment

11.1 Subject to issue by SN Systems of the relevant invoices, payment will be due to SN Systems from the Developer within 30 days of the date of SN Systems' invoice.

11.2  If the Developer does not make any payment to SN Systems by the date when it is due, SN Systems may (without prejudice to any other rights SN Systems may have):

11.2.1  charge the Developer interest on the overdue amount at the rate of 4 percentage points above Barclays Bank plc's annual base rate from time to time from the due date until the date of payment. Such interest will accrue on a daily basis both before and after judgement; and

11.2.2  refuse to issue an update or upgrade of the Software (if applicable).

11.3  All payments made by the Developer to SN Systems will be made free of any rights of counterclaim or set off and without any deductions or withholdings of any nature save only as may be required by law.

12  General

12.1 This Agreement will be construed, interpreted and governed by the laws of England and Wales and subject to the exclusive jurisdiction of the Courts of England and Wales. If any provision of the Agreement is invalid under English Law, such a provision is, to the extent of such invalidity, deemed to be omitted. The jurisdiction agreement in this clause 12.1 is made for the benefit of SN Systems only, and SN Systems reserves the right to apply for injunctive relief in the court of any jurisdiction to protect any intellectual property right of, or claim by SN Systems. This clause will survive termination of this Agreement.

12.2 Neither party to this Agreement will be liable to the other for any delay in, or failure of, performance of its obligations under this Agreement arising from any cause beyond its reasonable control save that lack of funds will not be deemed to be such a cause.

12.3 This Agreement (and any documents referred to in this Agreement) sets out the entire agreement and understanding between SN Systems and the Developer in connection with its subject matter.Without prejudice to the provisions contained in clauses 8 and 9 the Developer irrevocably and unconditionally waives any rights it may have against SN Systems: (a) to rescind this Agreement by virtue of any misrepresentation (other than fraudulent misrepresentation); and (b) to claim damages for any misrepresentation (other than fraudulent misrepresentation) whether or not contained in this Agreement.

12.4 The Developer may not assign, hold on trust or in any other way make over to any third party the benefit of this Agreement either in whole or in part, without SN Systems�Eexpress prior written consent.

12.5 Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under this Agreement or otherwise.Any express waiver of any breach of this Agreement will not be deemed to be a waiver of any subsequent breach.

12.6 This Agreement may not be amended, modified, varied or supplemented by the Developer except in writing signed by or on behalf of SN Systems and by or on behalf of the Developer.

12.7 Notices under this Agreement will be in writing.Notices to SN Systems will be sent to its Company Secretary at the registered office from time to time.Notices to the Developer will be sent to the address appearing on this Agreement or such other address in the United Kingdom as the Developer may notify to SN Systems in writing from time to time.Correctly addressed notices sent by mail will be deemed to be delivered seven days (excluding Saturdays, Sundays and U.K. bank and public holidays) after posting. This clause will survive termination of this Agreement.

12.8 Save as provided in this Clause, neither party to this Agreement will disclose to any third party or use any of the other's confidential information unless that confidential information was publicly known (other than by breach of this Agreement at the time of disclosure).For the purposes of this clause 12.8, confidential information includes, without limitation, any information contained in the Software, any passwords, documentation or any trade secrets or know-how of SN Systems or the Developer as applicable.This provision will not apply where disclosure is required by law or by any regulatory authority.However, information which is obtained from one or more publicly available sources is not "publicly known" if substantial skill, labour or expense was required to obtain or produce it. This clause will survive termination of this Agreement.

12.9 SN Systems may, at its sole discretion, terminate, change or suspend any part of its web-site, including any content, features or hours of availability.

12.10  SN Systems may, at its sole discretion, change any terms of this Agreement by posting a new version on SN Systems' web-site.Such new terms will take effect thirty (30) days after posting on the web-site.The Developer’s use of any of the services provided on SN Systems' web-site after such changes are posted will constitute the Developer’s acceptance of the new terms.If the Developer does not agree to the new terms then it may terminate this Agreement on notice to SN Systems in accordance with the terms set out in clauses 7.2 and 9.2.

12.11  Nothing in this Agreement confers on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.

12.12  If any part of this Agreement is found to be void or unenforceable, it will be severed from the rest of the Agreement so that it is ineffective to the extent that it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms.

12.13  Nothing in this Agreement or contained on the SN Systems web-site will constitute an offer by SN Systems to provide the Software to any person.