LICENSE

NVIDIA GAMEWORKS END USER LICENSE AGREEMENT
NVIDIA Corporation ("NVIDIA") is willing to license the NVIDIA GameWorks
Licensed Software associated with this download and the accompanying
documentation, installation routines and support files, sample art files and
assets, and supporting utilities to you (hereinafter referred to as “You”,
“Your” or “Licensee”) only on the condition that You accept all the terms in
this License Agreement ("Agreement").

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL
ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO
THIS AGREEMENT, IN WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT.

IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE
ACCOMPANYING NVIDIA GAMEWORKS LICENSED SOFTWARE.

BY CLICKING “ACCEPT” OR DOWNLOADING OR USING THIS SOFTWARE, YOU ARE AGREEING TO
BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF
THIS AGREEMENT, NVIDIA IS NOT WILLING TO LICENSE THE NVIDIA GAMEWORKS LICENSED
SOFTWARE TO YOU.    IF YOU  DO  NOT  AGREE  TO  THESE  TERMS,  DO NOT CLICK
“ACCEPT”.

Certain words or phrases are defined to have certain meanings when used in this
Agreement. Those words and phrases are defined throughout the Agreement and in
Section 12.9.

NOW, THEREFORE, in consideration of the obligations made and undertaken, the
parties covenant and agree as follows:

1.    License Grants.
1.1 License. Subject to the terms and conditions of this Agreement, NVIDIA
hereby grants to You a limited, worldwide, personal, non-exclusive,
non-assignable, non-transferable, terminable, non-sublicensable (except as
provided below) paid-up license to:

(a) use, reproduce, display and perform the NVIDIA GameWorks Licensed Software
or portions thereof, internally only solely as a reference for understanding
the functionality of the NVIDIA GameWorks Licensed Software and for purposes of
developing and integrating such NVIDIA GameWorks Licensed Software into Demos,
Expansion Packs, Games and/or other applications, for purposes of distribution
as set forth in (c) below;

(b) modify those portions of the NVIDIA GameWorks Licensed Software that are
provided in Source Code form solely (i) for purposes of compiling or
integrating the same or portions thereof as Object Code into Games, Expansion
Packs, Demos and other applications related to same, or (ii) to correct any
bugs or errors that You may identify in the NVIDIA GameWorks Licensed Software,
each as subject to the further source code modification requirements as set
forth below;

(c) distribute the NVIDIA GameWorks Licensed Software (including Source Code
Modifications that You make thereto) to third parties who are otherwise
separately licensed by NVIDIA to use such NVIDIA GameWorks Licensed Software
and have rights under its license to the same version of the NVIDIA GameWorks
Licensed Software that You are distributing, such licensees having the license
rights to such distributed Software as outlined in this Section 1.1 herein and
for no other purpose; and

(d) reproduce and distribute the NVIDIA GameWorks Licensed Software, in Object
Code form only, solely as integrated into inseparable Games, Expansion Packs,
Demos and other applications on the Windows, Linux, OSX, iOS and Android
platforms (the “Authorized Platforms”) developed by You that incorporate the
NVIDIA GameWorks Licensed Software, subject to certain license procedures for
distribution of Games, Demos and other applications (including, for PC-based
titles, through use of a end user license agreement which explicitly disclaims
any representations, warranties, conditions, and liabilities related to the
NVIDIA GameWorks Licensed Software), either by You or through Distributors
(subject to and as further detailed in Section 1.2 below). For the avoidance of
doubt, Your license rights under this Section 1.1(d) do not extend to platforms
other than the Authorized Platforms; use of the NVIDIA GameWorks Licensed
Software with platforms other than the Authorized Platforms requires entering
into a separate commercial license agreement with NVIDIA.

You are required to notify NVIDIA prior to use of the NVIDIA GameWorks Licensed
Software in the development of any commercial Game, Expansion Pack or Demo.
Please send notification by email to: gameworkslicensing@nvidia.com and provide
the following information in the email:

-     Company Name

-     Publisher and Developer Name

-     Game Title or Application Name

-     Platform (i.e. PC, Linux)

-     Scheduled Ship Date

-     WebLink to product/video

Failure to notify NVIDIA pursuant to this Section and failure to provide
attribution pursuant to Section 1.3 and Section 5 shall be considered a
material breach of this Agreement.

For the avoidance of doubt, no license is granted under this Agreement to
integrate, embed or distribute the Source Code of the NVIDIA GameWorks Licensed
Software with Games, Expansion Packs, Demos and other applications, or to
distribute any part of the Object Code or Derivative Object Code of NVIDIA
GameWorks Licensed Software in stand-alone form (or provide functionality
allowing for the creation of standalone products utilizing the NVIDIA GameWorks
Licensed Software components).

In order to protect the integrity of the NVIDIA GameWorks Licensed Software,
You agree to the following with respect to modifications to the Source Code of
the NVIDIA GameWorks Licensed Software (“Source Code Modifications”): (i) You
shall promptly notify NVIDIA of any proposed Source Code Modifications made in
order to correct bugs or errors, including a detailed description of the bug or
error that necessitated such modifications, and, upon NVIDIA’s request,
disclose such Source Code Modifications to NVIDIA; and (ii) You may otherwise
make Source Code Modifications to the NVIDIA GameWorks Licensed Software,
provided that You must use best commercial efforts to not decrease the
performance of the NVIDIA GameWorks Licensed Software as incorporated into
Games, Demos, Expansion Packs and other applications as compared to
incorporation of such NVIDIA GameWorks Licensed Software in absence of such
Source Code Modifications. Any compilation of Source Code Modifications into
Object Code form by You is subject to the foregoing requirements.  The Source
Code Modifications in Object Code form and Source Code form will be further
subject to the licenses granted in Section 1.1(a)-(d), and You may use Source
Code Modifications solely as set forth in those licenses.  Any Source Code
Modifications will be owned by NVIDIA, and You assign to NVIDIA all right,
title and interest in and to same.  You may not allow access to, provide or
distribute the NVIDIA GameWorks Licensed Software or Derivative Works thereof
(including any Source Code Modifications made by or for You) in Source Code
form to any third party except under the license rights set forth in Section
1.1(c) above.

1.2   Distributors.  You agree that any rights of Distributors to distribute
Games, Demos and other applications will only be granted pursuant to a written
agreement that (a) is at least as protective as the terms used by You to
protect its own proprietary software, and (b) provides no lesser protection for
the NVIDIA GameWorks Licensed Software than the terms of this Agreement
(including, at minimum, the restrictions set forth in Section 1.3).  You will
be fully responsible for the performance of such Distributors in accordance
with this Agreement and applicable law.  You will take prompt and commercially
reasonable action at its expense to remedy any breach by its Distributors of
duties specified in this Agreement or violation of applicable law, including
terminating such Distributors' rights with respect to the NVIDIA GameWorks
Licensed Software.  You will notify NVIDIA in writing of any action by a
Distributor that gives rise to a breach of this Agreement and specify the
corrective action taken.  The execution of these duties by You will not
preclude NVIDIA from also taking corrective action.

1.3   Restrictions.  You will reproduce faithfully, and will require Your
Distributors to reproduce faithfully, all of NVIDIA's and its licensors'
copyright and proprietary notices on any copies You and its Distributors make
of the NVIDIA GameWorks Licensed Software, whether in Demos, Games or other
applications.  At minimum, You will acknowledge the copyrights of NVIDIA as
follows in the manual (if any) and in-game credits of any Game or Demo that
uses NVIDIA GameWorks Licensed Software or portions thereof (e.g. VisualFX SDK,
...).   "NVIDIA GameWorks™ Technology provided under license from NVIDIA
Corporation. Copyright © 2002-2015 NVIDIA Corporation. All rights reserved." or
such other similar statement as NVIDIA may reasonably require from time to
time. You agree that it will not:  (a) copy, modify, translate or otherwise
create any Derivative Works of any of the NVIDIA GameWorks Licensed Software,
except as expressly permitted in this Agreement; (b) remove, alter, cover or
obscure any proprietary notice that appears on or with the NVIDIA GameWorks
Licensed Software or any copies thereof; (c) use the NVIDIA GameWorks Licensed
Software or any Derivative Works thereof, or allow its use, transfer,
transmission or export in violation of any export control laws or regulations
administered by the United States government; (d) distribute, permit access to,
or sublicense the NVIDIA GameWorks Licensed Software or any Derivative Works
thereof as a stand-alone product or without substantial value-added content or
(e) use the NVIDIA GameWorks Licensed Software in any manner that would cause
the NVIDIA GameWorks Licensed Software to become subject to an Open Source
License.  "Open Source License" includes, without limitation, a software
license that requires as a condition of use, modification, and/or distribution
of such software that the NVIDIA GameWorks Licensed Software be (i) disclosed
or distributed in source code form; (ii) be licensed for the purpose of making
derivative works; or (iii) be redistributable at no charge.

1.4   Third Party Software.  The NVIDIA GameWorks Licensed Software may contain
third party software components. If such third party software has separate
software license or attribution requirements, the license terms or other
attribution requirements for such components can be found in the applicable
header files. By entering into this Agreement and using such third party
software, you are accepting the terms of such licenses. In such case, the third
party software terms will govern your use of the third party software, and will
take precedence over the terms of the Agreement for the third party software.
You agree that the owners of the third party software are intended third party
beneficiaries to this Agreement in relation to your uses of third party
software.

2.    Feedback and Bug Reports.
If You provide NVIDIA information, suggestions and feedback regarding the
design or performance of the NVIDIA GameWorks Licensed Software (including the
reporting of bugs or errors through the relevant GitHub site) (collectively,
"Feedback"), You agree that NVIDIA is free to use such Feedback however it
chooses, including the unrestricted and irrevocable right to use, in NVIDIA's
sole discretion, as incorporated into its products, services and business.  If
You experience any bugs or failures relating to the NVIDIA GameWorks Licensed
Software, You will immediately notify NVIDIA of such bugs or failures through
GitHub PhysX Issues.  You hereby assign to NVIDIA all right, title, and
interest (including all copyright, patent, and other intellectual property
rights) in that Feedback for all current and future methods and forms of
exploitation in any country. If any such rights are not effectively assigned
under applicable law, You hereby grant NVIDIA a non-exclusive, fully-paid,
irrevocable, transferable, sublicensable license to reproduce, distribute,
publicly perform, publicly display, make, use, have made, sell, offer to sell,
import, modify and make Derivative Works based on, and otherwise exploit that
Feedback for all current and future methods and forms of exploitation in any
country. If any such rights may not be assigned or licensed under applicable
law (such as moral and other personal rights), You hereby waive and agree not
to assert all such rights. However, You may continue to freely use any Feedback
that you provide to NVIDIA. You understand and agree that NVIDIA is not
required to make any use of any Feedback that you provide.

3.    Support.
NVIDIA does not have any support or update obligations with respect to the
NVIDIA GameWorks Licensed Software under this Agreement.

4.    Platform Licenses.
You represent and warrant that You have executed all necessary licenses with
console hardware manufacturers or other entities for the platforms for which
Games, Demos or other applications are developed.

5.    Marketing and Promotion.
5.1   Marketing Activities. The parties will engage in marketing activities as
follows:

(a).  Identification by You.  During the Term, and subject to the terms and
conditions of this Agreement, NVIDIA agrees that You may identify NVIDIA on its
websites, printed collateral, trade-show displays and other retail packaging
materials, as an individual or company that supports the Game, provided that
all such references to NVIDIA will be subject to NVIDIA's prior review and
written approval, which will not be unreasonably withheld or delayed.

(b).  NVIDIA Trademark Placement in Games, Demos and other applications.  For
Games, Demos and other applications that incorporate NVIDIA GameWorks™ or
portions thereof, the NVIDIA logo must appear, on splash screens and on the
back cover of the instruction manual, if applicable, or similar placement in an
electronic file, at least in parity with other technology providers and IHV
partners.

(c). Marketing and Promotion by You.  You will include a reference to NVIDIA
GameWorks™ and NVIDIA in any of Your press releases for such Game that relate
to NVIDIA, and will identify NVIDIA as the provider of “NVIDIA GameWorks™” (or
such other term or phrase as indicated by NVIDIA from time to time).

(d). Identification by NVIDIA.  Subject to the terms and conditions of this
Agreement, You agree that NVIDIA may identify You, on NVIDIA's website, printed
collateral, trade-show displays and other retail packaging materials, as an
individual or entity that produces products and/or services which incorporate
the NVIDIA GameWorks Licensed Software. To the extent that You provide NVIDIA
with input or usage requests with regard to the use of Licensee logo or
materials, NVIDIA will use commercially reasonable efforts to comply with such
requests.  For the avoidance of doubt, NVIDIA’s rights pursuant to this Section
5.1(d) shall survive any cancellation or termination of the Agreement with
respect to existing products and/or services which incorporate the NVIDIA
GameWorks Licensed Software.

(e). Game/Demo-related Marketing Material. You permit NVIDIA to create and
display self-promotional demo materials and use screenshot materials that
capture game assets from real-time game play, captured video clips and images
from the Game, after release of the Game to the public, and Licensee may also
provide NVIDIA with screenshots / imagery and video footage of the Game/Demo
representative of Licensee’s use of the NVIDIA GameWorks Licensed Software in
the Game (collectively, “Assets”). Licensee hereby grants to NVIDIA the right
to distribute, sub-license, and use the Assets in order to promote and market
the NVIDIA GameWorks Licensed Software.  To the extent that You provide NVIDIA
with input or usage requests with regard to the use of Licensee logo or
materials, NVIDIA will use commercially reasonable efforts to comply with such
requests.  For the avoidance of doubt, NVIDIA’s rights pursuant to this Section
5.1(e) shall survive any cancellation or termination of the Agreement with
respect to Games, Demos and other applications which incorporate the NVIDIA
GameWorks Licensed Software.

5.2   Records and Audits.  You agree to keep accurate books and records related
to your use of the NVIDIA GameWorks Licensed Software, including the
development, manufacture, distribution, and sale of Games, Expansion Packs,
Demos, and other applications containing the NVIDIA GameWorks Licensed
Software. NVIDIA will have the right, upon reasonable notice, during regular
business hours, through one or more legal, accounting, or technical third-party
auditors, which auditors will be bound by a confidentiality agreement equally
as protective as the confidentiality provisions in this Agreement, to inspect
Your records:  (a) to verify that use and distribution of NVIDIA GameWorks
Licensed Software by You is consistent with the material terms of this
Agreement; and (b) to ensure Your compliance with this Agreement.  You will
comply with all reasonable requests made in such inspection, including making
the appropriate personnel available to answer questions and provide copies of
relevant records.  The expense of such audit will be borne by NVIDIA.

6.    Intellectual Property Rights.
6.1   Ownership by NVIDIA.  NVIDIA and its licensors are the exclusive owners
of and hold all right, title and interest in and to the NVIDIA GameWorks
Licensed Software, and all portions of any Derivative Works thereof that
consist of such NVIDIA GameWorks Licensed Software, and all Confidential
Information that NVIDIA provides to You under this Agreement, including all
Intellectual Property Rights in same.  In the event that You make any
modifications to the Source Code of the NVIDIA GameWorks Licensed Software
pursuant to Section 1.1 above, You agree to assign, and hereby do assign to
NVIDIA, Your entire right, title, and interest in and to such modifications
including all Intellectual Property Rights therein.  You will take all
reasonably requested further actions and execute all documents reasonably
necessary to perfect NVIDIA's interests.

6.2   Ownership by You.  Subject to the rights of NVIDIA and its licensors in
Section 6.1 above, You are the exclusive owner of and hold all right, title and
interest in and to the Games, Demos, other applications and Derivative Works
thereof, including all Intellectual Property Rights therein.

6.3   Reservation of Rights.  NVIDIA and its licensors reserve all rights not
expressly granted to You hereunder with respect to the NVIDIA GameWorks
Licensed Software and those portions of any Derivative Works thereof that
consist of NVIDIA GameWorks Licensed Software, and all Intellectual Property
Rights associated therewith.

7.    Trademarks.
7.1   Ownership of Trademarks.  Each party owns the trademarks, logos and trade
names (collectively "Marks") for their respective products and/or services,
including the Games, Demos, other applications and the NVIDIA GameWorks
Licensed Software.  Each party agrees to use the Marks and logos of the other
only as permitted in this Agreement.

7.2   Trademark License to NVIDIA.  For the Term, You grant to NVIDIA a
non-exclusive, non-sub licensable, non-transferable (except as set forth in
Section 12.1), worldwide license to refer to You and Your Demo(s) and Game(s),
and to use Your Marks on NVIDIA's marketing materials and on NVIDIA's website
(subject to any reasonable conditions of You) solely for NVIDIA’s marketing
activities set forth in Section 5.1(d)-(e) above and otherwise in accordance
with Section 5 above.  NVIDIA will follow Your specifications for Your Marks as
to style, color and typeface as reasonably provided to NVIDIA.

7.3   Trademark License to You.  For the Term, NVIDIA grants to You a
non-exclusive, non-sub licensable, non-transferable (except as set forth in
Section 12.1), worldwide license to refer to the NVIDIA Marks listed in the
"NVIDIA Trademark and Guidelines" section below, to use such NVIDIA Marks on
Your marketing materials and on Your website (subject to any reasonable
conditions of NVIDIA) solely for Your marketing activities set forth in Section
5.1(a)-(c) above.  Any such use must be in accordance with Section 5 above and
is subject to compliance with the additional trademark use terms set forth in
the "NVIDIA Trademark and Guidelines" section below.  For the avoidance of
doubt, You will not and will not permit others to use any NVIDIA Mark in a way
that tarnishes, degrades, disparages or reflects adversely any of the NVIDIA
Marks or NVIDIA’s business or reputation, or that dilutes or otherwise harms
the value, reputation or distinctiveness of or NVIDIA’s goodwill in any NVIDIA
Mark.  In addition to the termination rights set forth in Section 11, NVIDIA
may immediately terminate this trademark license if You or, if applicable,
subcontractors, fail to comply with the NVIDIA's trademark terms and conditions
or otherwise fail to comply with the NVIDIA's directions about the use of the
marks.  You will follow NVIDIA's specifications for NVIDIA's Marks as to style,
color and typeface and submit a sample of each proposed use of NVIDIA's Marks
at least a one (1) weeks prior to the desired implementation of such use to
obtain NVIDIA's prior written approval (which approval will not be unreasonably
withheld or delayed).  If NVIDIA does not respond within ten (10) business days
of Your submission of such sample, the sample will be deemed unapproved.

8.    Confidentiality.
8.1   Obligations. Each party ("Receiving Party") agrees that all Confidential
Information (whether oral, written or digital) it obtains from the other party
("Disclosing Party") in connection with this Agreement (whether before or after
the Effective Date), is the Confidential Information of the Disclosing Party.
The Receiving Party agrees to (a) keep the Disclosing Party's Confidential
Information confidential and not disclose the Disclosing Party's Confidential
Information to any third party without the prior written consent of the
Disclosing Party; (b) use the Disclosing Party's Confidential Information only
as necessary to perform its obligations under this Agreement; (c) use at least
the same degree of care in keeping the Disclosing Party's Confidential
Information confidential as it uses for its own Confidential Information of a
similar nature, but will in no event use less than reasonable care; and (d)
limit access to the Disclosing Party's Confidential Information to its
employees and contractors who have a need to know for the purposes of this
Agreement, subject to such employees being bound in writing by confidentiality
obligations that are at least as protective of Discloser's rights as specified
in this Agreement.  The Receiving Party agrees to notify the Disclosing Party
in writing of any misuse, unauthorized disclosure or misappropriation of the
Disclosing Party's Confidential Information immediately after the Receiving
Party becomes aware of any such misuse, unauthorized disclosure or
misappropriation. Nothing in this Agreement will affect any obligation of
either party to maintain the confidentiality of a third party’s confidential
information.

8.2   Exceptions.  The Receiving Party will not be obligated under this Section
8 with respect to any information the Receiving Party can document (a) now or
later becomes generally available to the public without fault of the Receiving
Party; (b) is rightfully in Receiving Party's possession without obligation of
confidentiality prior to its disclosure by the Disclosing Party; (c) is
independently developed by Receiving Party without the use of any Confidential
Information of Disclosing Party; (d) is obtained by Receiving Party without
obligation of confidentiality or restrictions on use from a third party who has
the right to so disclose it.  The Receiving Party may use or disclose the
Disclosing Party's Confidential Information to the extent such use or
disclosure is reasonably necessary to comply with a judicial body or applicable
governmental regulations or authority or court order; provided that the
Receiving Party provides reasonable advance written notice to the Disclosing
Party of any such disclosure and uses its reasonable efforts to cooperate with
the Disclosing Party to secure confidential treatment or obtain a protective
order in connection with the Disclosing Party's Confidential Information prior
to its disclosure (whether through protective orders or otherwise) and
discloses only the minimum amount of information necessary to comply with such
requirements.

9.    Warranty and Disclaimer.
9.1   DISCLAIMER OF WARRANTIES.  THE NVIDIA GAMEWORKS LICENSED SOFTWARE IS
PROVIDED TO YOU BY NVIDIA (AND ITS SUPPLIERS/LICENSORS, IF ANY) “AS IS” WITHOUT
WARRANTY OR CONDITION OF ANY KIND.  NVIDIA (AND ITS SUPPLIERS/LICENSORS, IF
ANY) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF TITLE OR, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR ANY PARTICULAR
PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, CUSTOM OR USAGE
IN THE TRADE.

10.   Limitation of Liability.
NVIDIA WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY  (A) INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (B)
LOST PROFITS, LOST BUSINESS OR LOST OR CORRUPTED DATA, OR (C) COST OF
PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, EVEN IF THE
REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND
EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL NVIDIA’S AGGREGATE LIABILITY UNDER OR ARISING OUT OF THIS
AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100).

The parties acknowledge and agree that the exclusions and limitations of
liability contained herein reflect the allocations of risk and benefits between
the parties and the Fees paid for the NVIDIA GameWorks Licensed Software and
associated rights hereunder, and accordingly are reasonable and appropriate in
the circumstances.

11.   Term and Termination.
11.1  Term and Termination.  This Agreement will commence on the Effective Date
and will remain in full force until earlier terminated as described below (the
“Term”).This Agreement may be terminated by NVIDIA immediately upon written
notice if You breach any material provision of this Agreement and fail to cure
such breach within thirty (30) days (after receiving written notice from the
non-breaching party describing such breach.  If You commence or participate in
any legal proceeding against NVIDIA, then NVIDIA may, in its sole discretion,
suspend or terminate this Agreement.

11.2  Effect of Termination.  Upon termination of this Agreement, the licenses
granted herein will terminate, except such licenses will survive indefinitely
with respect to Games, Expansion Packs, Demos, and other applications (a)
released prior to the effective date of expiration or termination and/or (b)
documented as being in development prior to the expiration or termination date,
each subject to compliance with all terms and conditions of this Agreement
related to such licenses, but for no other purpose.  In the event of a second
uncured material breach, all licenses will terminate.  Except for such
Confidential Information which must be retained in order to exercise any
surviving license rights, each party will return to the other party or destroy,
as requested by the Disclosing Party, the original and all copies of any
Confidential Information of the Disclosing Party (including, in the case of
You, any NVIDIA GameWorks Licensed Software), and any summaries, analyses,
studies or notes thereon and, at the Disclosing Party’s request, having the
Receiving Party certify in writing that it has complied with these
obligations.

11.3  Survival. Sections 2, 4, 5.2, 5.3, 6, 8, 9, 10, 11.2, 11.3, and 12 of
this Agreement, and any other section which by their nature should survive
termination or expiration of this Agreement, will survive any expiration or
termination of this Agreement for the time periods stated therein, and if no
period is stated, indefinitely.

12.   Miscellaneous.
12.1  Assignment.  This Agreement and the rights and obligations hereunder may
be assigned by You only with the prior written consent of NVIDIA.  NVIDIA may,
without Your consent, assign, transfer, charge or subcontract this Agreement
and its rights and obligations hereunder.  This Agreement will be binding on,
inure to the benefit of, and be enforceable by the parties and their respective
heirs, successors and permitted assigns.

12.2  Amendment and Waiver.  Except as otherwise expressly provided herein, any
provision of this Agreement may be amended and the observance of any provision
of this Agreement may be waived only with the written consent of the parties.
The failure of either party to enforce its rights under this Agreement at any
time for any period will not be construed as a waiver of such rights.

12.3  Export Law.  The products and technical data delivered under this
Agreement may be subject to United States export control laws and may be
subject to export or import regulations in other countries.  Each party agrees
to comply strictly with all such laws and regulations and acknowledges that it
has the responsibility to obtain all applicable licenses for its export,
re-export, or import of any products containing the NVIDIA GameWorks Licensed
Software.

12.4  Governing Law.  This Agreement will be governed by and construed under
the laws of the State of Delaware and the United States without regard to the
conflicts of law provisions thereof and without regard to the United Nations
Convention on Contracts for the International Sale of Goods. The parties
consent to the personal jurisdiction of the federal and state courts located in
Santa Clara County, California.

12.5  Dispute Resolution.  NVIDIA and You will attempt to settle any claim or
controversy arising out of this Agreement through consultation and negotiation
in good faith and in the spirit of mutual cooperation.

12.6  Notices. Where this Agreement calls for notice from NVIDIA, including
written notice, NVIDIA may provide such notice to You at the email address that
you provided when You registered for the Agreement (or any updated email
address you subsequently provide). NVIDIA's notices to you will be effective
when they are sent to that email address.

12.7  Severability. If any provision of this Agreement is held to be illegal or
unenforceable, that provision will be limited or eliminated to the minimum
extent necessary so that this Agreement will otherwise remain in full force and
effect and enforceable.

12.8  Relationship of Parties.  You and NVIDIA are independent contractors and
are not the legal representative, agent, joint venturer, partner, or employee
of the other. Neither party has any right or authority to assume or create any
obligations of any kind or to make any representation or warranty on behalf of
the other party.

12.9  Force Majeure.  Neither party will be liable hereunder for any delay or
failure in performance caused by an event of force majeure (that is,
circumstances beyond the reasonable control of the affected party, including
acts of God, fire, flood, war, earthquake, environmental conditions,
governmental action, acts of civil or military authority, riots, wars,
sabotage, strikes, compliance with laws or regulations, strikes, lockouts or
other serious labor disputes, or shortage of or inability to obtain material or
equipment)  for so long as such event of force majeure continues in effect.  In
no case will force majeure apply to any duty to make payment hereunder.

12.10 Definitions. As used in this Agreement, unless expressly stated
otherwise, references to (a) "including" or "includes" means "including, (or
"includes") without limitation," and (b) "or" means "either or both."  Unless
otherwise specified, all references in this Agreement to "Sections,"
"Exhibits," or "Appendices" are references to the corresponding sections,
exhibits and appendices in this Agreement.  All monetary values set forth in
this Agreement refer to United States dollars unless otherwise clearly stated.
The terms "buy," "purchase," "sale," "sell" and other similar terms, when used
in connection with the distribution of the NVIDIA GameWorks Licensed Software,
mean the granting of a license or sublicense and will not be deemed for any
purpose to mean a transfer of title or other rights of ownership in the NVIDIA
GameWorks Licensed Software.  Capitalized terms in plural or singular form used
in this Agreement and not otherwise defined have the meanings set forth in this
Section 12.10.

(a)   "NVIDIA GameWorks Licensed Software" means collectively the software
modules associated with this download, in Source Code and/or Object Code form
as applicable, and any accompanying Documentation.  All references to Your use
of NVIDIA GameWorks Licensed Software refer to Object Code forms thereof unless
Source Code is specifically stated.

(b)  "Confidential Information" means the terms of this Agreement, any
business, marketing, pricing, research and development, technical, scientific,
financial status, proposed new products or other information disclosed by a
party which, at the time of disclosure, is designated in writing as
confidential or proprietary (or like written designation), or orally identified
as confidential or proprietary or is otherwise reasonably identifiable by
parties exercising reasonable business judgment, as confidential.  Confidential
Information includes, without limitation, (a) the NVIDIA GameWorks Licensed
Software, whether alone or as contained in Derivative Works thereof, including,
without limitation, any associated Source Code; (b) NVIDIA’s technology, ideas,
know-how, documentation, processes, algorithms and trade secrets embodied in
the NVIDIA GameWorks Licensed Software; and (c) any other information
designated as “Confidential Information” elsewhere in this
Agreement.

(c)   “Demo” means any current or future demonstration excerpt of a Game
created to display the functionality of such Game and is not licensed for a
fee.

(d)   “Derivative Work(s)” means works that are based upon one or more
pre-existing works, such as (a) for copyrightable or copyrighted material, any
translation, porting, modification, correction, addition, extension, upgrade,
improvement, compilation, abridgment, revision or other form in which such
material may be recast, transformed, or adapted; (b) for patentable or patented
material, any improvement thereon; and (c) for material that is protected by
trade secret, any new material derived from such existing trade secret
material, including new material that may be protected by any of copyright,
mask work right, patent, and trade secret.

(e)   “Distributor(s)” means retail publishers, OEMs or other distributors or
intermediaries who are responsible for distributing Games, at multiple levels
and via multiple channels.

(f)   “Documentation” means user manuals, reference manuals, instructions
and/or installation guides, or portions thereof, in printed or electronic form,
which NVIDIA provides to You for use with the NVIDIA GameWorks Licensed
Software.

(g)   “Expansion Pack(s)”means a modification, upgrade, addition, update, or
enhancement to a Game released subsequent to the release of the Game, which
expands the Game’s content or interactive capabilities; provided that such
modification, upgrade or addition requires the underlying Game to be installed
in order for such modification, upgrade or addition to be playable.

(h)   “Game(s)” means any current or future interactive software entertainment
product developed and marketed or published by or on behalf of and marketed by
You and/or Your Distributors that contains NVIDIA GameWorks™ Technology Library
or portions thereof and related Expansion Packs, for any console or platform
version, whether now known or hereafter devised  (e.g., PC, PlayStation 3
(including PlayStation Home and PlayStation Network), Xbox™ 360) of a software
entertainment product (including different versions of the same product for
various distribution regions and/or languages) will constitute a separate Game
for purposes of License Fees hereunder.  Sequels of existing Games will each
constitute separate Games; however, Expansion Packs, compendiums, and
collector’s editions are not separate Games.

(i)   “Intellectual Property Rights” means all patent, copyright, trademark,
trade secret, trade dress, trade names, utility models, mask work, moral
rights, rights of attribution or integrity service marks, master recording and
music publishing rights, performance rights, author’s rights, database rights,
registered design rights and any applications for the protection or
registration of these rights, or other intellectual or industrial property
rights or proprietary rights, howsoever arising and in whatever media, whether
now known or hereafter devised, whether or not registered, (including all
claims and causes of action for infringement, misappropriation or violation and
all rights in any registrations and renewals), worldwide and whether existing
now or in the future.

(j)   “Object Code” means computer software code that is executable by a
computer system in binary form without further processing by a software
compiler, assembler or interpreter.

(k)   “Source Code” means computer programming code in human readable form that
is not suitable for machine execution without the intervening steps of
interpretation and compilation.

(l)   “Source Code Modifications” means any modifications to the Source Code
for the NVIDIA GameWorks Licensed Software that are developed by You under
Section 1.1.

12.11 Entire Agreement.  This Agreement constitutes the entire agreement with
respect to the subject matter hereof and supersedes all proposals, oral or
written, all negotiations, conversations, or discussions between or among
parties relating to the subject matter of this Agreement and all past dealing
or industry custom.

NVIDIA TRADEMARKS AND GUIDELINES
NVIDIA Corporation Trademark License Terms

Terms with initial capitalization not defined herein are defined as set forth
in the Agreement.  Each party licensing the other party’s Marks is a “Mark
Licensee” hereunder, and each owner of Marks hereunder is an “Owner.”

1.    Marks.  The Marks are:

For NVIDIA (“NVIDIA Marks”):

NVIDIA®

PhysX®

NVIDIA® GameWorks™

For Company (“Company Marks”):

To be provided by Company

2.    Use of Marks.

2.1   The Company products with which the NVIDIA Marks may be used are those
with which the NVIDIA GameWorks Licensed Software may be used, as specified in
the Agreement (“Company Products”).  NVIDIA’s use of Company Marks is as
specified in the Agreement and Exhibit C (“Game Developer Program”).  Company
agrees that it will not make use of NVIDIA Marks in relation to any goods or
services other than the Company Products, and advertising and promotional
materials in support of such Company Products.  NVIDIA agrees that it will not
make use of Company Marks except as permitted in the Agreement.

2.2   Nothing herein will imply ownership of Marks different than that set out
in the Agreement.  All goodwill associated with each Mark Licensee’s use of
each Owner’s Mark will inure to the sole benefit of the Owner.

2.3   Each Mark Licensee agrees that it will comply with the terms set forth in
this Exhibit D and the trademark guidelines found in Appendices D-1 and D-2
(which each Owner may amend, upon reasonable written notice to the Mark
Licensee) with respect to such Mark Licensee’s use of the Owner’s Marks.

3.    Business Practices.  Each party covenants to the other party that it
will:

3.1   conduct its business with respect to the other party’s products in a
manner that reflects favorably at all times on the good name, goodwill and
reputation of such products;

3.2   avoid deceptive, misleading or unethical practices that are detrimental
to the other party, its customers, or end users;

3.3   make no false or misleading representations with regard to the other
party or its products; and

3.4   not publish or employ or cooperate in the publication or employment of
any misleading or deceptive advertising or promotional materials.

4.    No Combination Marks or Similar Marks.  Each Mark Licensee agrees not to
(a)combine any Owner’s Mark with any other content without the Owner’s prior
written approval, or (b) use any other trademark, trade name, or other
designation of source which creates a likelihood of confusion with the other
party’s Marks.

5.    No Harm to Marks.  Each party agrees that it will take such steps as are
reasonably necessary to ensure that neither it, nor any person under its
control (including its customers), will take or cause to be taken any action
that brings the other party or the other party’s Marks into disrepute.  Each
party agrees that it will not, directly or indirectly, in any country or
governing body, apply to register in its own name, or otherwise attempt to
acquire any legal interest in or right in or to, any Mark of the other party.

6.    Notice Regarding Infringement of Intellectual Property Rights.  Each
party agrees that if it becomes aware of any infringement or threatened
infringement of an Owner’s Marks, it will promptly notify the Owner.  Any legal
proceedings instituted by an Owner with respect to an infringement or
threatened infringement of any of its Marks will be conducted at such Owner’s
sole expense, provided that the Mark Licensee, if requested to do so, will
cooperate reasonably at the Owner’s expense in the conduct of such
proceedings.

7.    Trademark Unavailability.  In the event that a party’s Mark ceases to be
available for use with respect to the Agreement, the other party, as its sole
remedy, will be released (unless such unavailability arises due to the action
or inaction of that party) from any obligations to use such Mark unless and
until the same becomes available for use.

8.    Trademark Usage Guidelines.  Each party agrees that it will not use the
other party’s Marks other than as permitted by this Agreement and that it will
conform to the requirements of the other party with respect to such Marks
(including thorough compliance with the trademark usage guidelines attached
hereto at Appendices D-1 and D-2, and as such guidelines may be amended from
time to time) in relation to the use of the Marks and on associated
advertising, marketing and promotional materials.

9.    Quality; Audits.  Each party acknowledges and agrees that the Owner of
Marks will have the right to audit any relevant materials of the Mark Licensee
that use the Owner’s Marks from time to time to determine (a) whether or not
such use of the Owner’s Marks is in compliance with the terms of the Agreement
and this Exhibit D and (b) whether the Owner’s Marks are being used in
connection with products of sufficient quality such that the Owner’s Marks will
not suffer damage.  In the event that the Owner reasonably determines that the
Mark Licensee’s use of any of the Owner’s Marks or Combination Marks is not in
compliance with the terms of this Agreement, or that due to reasonable quality
concerns, damage to the Owner’s Marks may occur, the Owner will provide written
notice to the Mark Licensee of same, which notice will describe in reasonable
detail the noncompliance.  A Mark Licensee receiving such notice will have 30
days to cure any noncompliance.  If the noncompliance is not cured in such time
frame, the Owner may suspend or terminate the Mark Licensee’s right to use the
affected Mark.