Download Wwise 2010.3.3

Wwise 2010.3.3 - used for editing audio for Saints Row: The Third. Developed by Audiokinetic, hosted with permission.

Wwise 2010.3.3 is an audio editing application that allows you to export the audio formats necessary for use with Saints Row: The Third.

It is free to use for educational and non-commercial purposes.

Any mod you make using this software must be freely available and open to the community.

You must agree to the following Terms and Conditions before you can download this software:

AUDIOKINETIC End-User License Agreement (“EULA”) for Wwise®and/or Wwise Motion and/or SoundSeed ™

BY SELECTING THE “I ACCEPT” OPTION BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, INSTALLATION OF THE AUDIOKINETIC WWISE TECHNOLOGY WILL NOT BE POSSIBLE.

WHEREAS AUDIOKINETIC has developed Wwise®, a complete audio solution consisting of an authoring application and a sound engine and/or Wwise Motion, a complete motion engine and/or SoundSeed a interactive sound generator that enables Licensee to develop interactive games for specified platforms; and

WHEREAS Licensee has an interest in developing interactive games with AUDIOKINETIC’s authoring application and/or incorporating AUDIOKINETIC’s technology in such games for distribution to third party users of such games; and

WHEREAS, AUDIOKINETIC desires to license Wwise®, a technology proprietary to AUDIOKINETIC, to Licensee under the terms and conditions described herein.

NOW THEREFORE that, in consideration of the mutual covenants provided for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definitions

1.1 “Non-Commercial License” means a license granted in respect of the AUDIOKINETIC Wwise Technology for use in an academic institution, research, or projects that provide no commercial gain to the Licensee or related parties and more specifically described herein.

1.2 “AUDIOKINETIC Deployment Software” means the AUDIOKINETIC libraries and header files, in object code only, that are required to be incorporated into the Licensee Developed Game for the intended use.

1.3 “AUDIOKINETIC Wwise Technology” means AUDIOKINETIC’s proprietary audio and motion technology entitled “Wwise” and/or “Wwise Motion” and/or “SoundSeed” in object code form (and source code form only to the extent provided by AUDIOKINETIC), which allows users to develop interactive games for specified platforms, and includes the AUDIOKINETIC Deployment Software and the Documentation.

1.4 “Development License” means a development license granted in respect of the AUDIOKINETIC Wwise Technology more specifically described herein.

1.5 “Documentation” means all technical, reference and installation manuals, user guides, published performance specifications and other written documentation provided by AUDIOKINETIC generally to its customers with respect to the AUDIOKINETIC Wwise Technology, along with any modifications and updates thereto.

1.6 “End User” shall mean a third party who purchases or is using the technology for the Licensee Developed Game or for non-commercial use.

1.7 “Game player” shall mean the third party who is using the Licensed Developed Game.

1.8 “Evaluation License” means an evaluation license granted in respect of the AUDIOKINETIC Wwise Technology and more specifically described herein.

1.9 “Integration and Distribution License” means an integration and development license granted in respect of the AUDIOKINETIC Wwise Technology more specifically described herein.

1.10“Level One Source Code” means the portions of the AUDIOKINETIC Wwise Technology released in source code form as part of the standard distribution, and more particularly described in the Documentation accompanying the AUDIOKINETIC Wwise Technology.

1.11 “Licensee Developed Game” means the interactive software game(s) developed by or on behalf of Licensee on the Licensee Platform.

1.12”Licensee Platform” means the AUDIOKINETIC-approved platform on which the Licensee Developed Game is developed and released as set forth in the PO or in the Contract License Agreement.

1.13“Modifiable Source Code” means the portions of the Level One Source Code listed in the Documentation as being modifiable.

1.14 “Third Party Software” means the software products that have been integrated into the AUDIOKINETIC Wwise Technology and is available to Licensee as an option. Each Third Party Software is subject to their individual EULA that can be reviewed during the installation process of the AUDIOKINETIC Wwise Technology. Audiokinetic reserves the right to modify the Third Party Software list from time to time.

STANDARD TERMS AND CONDITIONS

2. License grants; Ownership

2.1 Evaluation License. Subject to the terms and conditions of this Agreement, AUDIOKINETIC hereby grants to Licensee a worldwide, nonexclusive, non-transferable, right and license, on the Licensee Platform, and in object code only, to install, use and operate the AUDIOKINETIC Wwise Technology in accordance with the Documentation for the purposes of evaluation, prototyping and testing the AUDIOKINETIC Wwise Technology for Licensee’s internal use only with Licensee Developed Games only and for a limited period of time. Licensee may also use, reproduce and display the AUDIOKINETIC Deployment Software as contained in such evaluations or demonstrations for the purposes of displaying functionality of such evaluation Licensee Developed Games. This Evaluation License does not grant any right to distribute the AUDIOKINETIC Deployment Software or any Licensee Developed Games containing the AUDIOKINETIC Wwise Technology.

2.2 Non-Commercial License. Subject to the terms and conditions of this Agreement, AUDIOKINETIC hereby grants to Licensee a Development License and an Integration and Distribution Licence provided, however, that both licenses will be solely for Licensee’s non-commercial purposes. Under this Non-Commercial License, the AUDIOKINETIC Wwise Technology may not be used in any commercial enterprise nor for any commercial production or sub-contracting.

2.3 Grant of license for Commercial purposes. Development, Integration and Distribution Licenses for commercial purposes require signature of the Audiokinetic License Agreement and payment of the appropriate fees.

3. license Restrictions

3.1 Ownership. Notwithstanding anything else in this Agreement, AUDIOKINETIC and its third party licensors retain (a) all title to, and, except as expressly licensed herein, all rights to the AUDIOKINETIC Wwise Technology, all copies and derivative works thereof (by whomever developed) and all related documentation and materials, and (b) all copyrights, patent rights, trade secret rights and other proprietary rights in the AUDIOKINETIC Wwise Technology. Except for AUDIOKINETIC’s retained rights in the underlying AUDIOKINETIC Wwise Technology (including without limitation the AUDIOKINETIC Deployment Software) as set forth and licensed to Licensee herein, Licensee shall own the copyright and all other intellectual property rights to (i) the Licensee Developed Game and (ii) modifications to, and derivative works of, the Modifiable Source Code made by or on behalf of Licensee.

3.2 Open Source Components. The AUDIOKINETIC Wwise Technology may contain certain open source components (“Open Source Components”) which are not licensed under the terms of this Agreement, but instead are licensed under the terms of their respective licenses. Such open source components are provided “as is” without warranty of any kind. AUDIOKINETIC grants you no right to receive source code to Open Source Components; however, in some cases, rights and access to source code for the Open Source Components may be available directly from their owners, licensors and/or suppliers. Your use of each Open Source Component is subject to the terms of its applicable license.

AUDIOKINETIC informs Licensee that the Ogg, Vorbis and Tremor Open Source libraries provided by the Xiph.Org Foundation (the “Ogg Vorbis Libraries”) are included as part of the Wwise Technology as an option to Licensee. If Licensee decides to use this option, in accordance with the terms of the open source license for the Ogg Vorbis Libraries:

“© year, Xiph.Org Foundation

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

· Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

· Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

· Neither the name of the Xiph.org Foundation nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

This software is provided by the copyright holders and contributors “as is” and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the foundation or contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage. “

To avoid any presence of the Vorbis code in your Licensed Game, you should not link to the AkVorbisDecoder.lib. Audiokinetic guarantees that this will ensure no element of the open source library is embodied in the Deployment Software.

In the event that new open source elements are considered to be embodied in the Deployment Software, AUDIOKINETIC agrees to consult Licensee prior to integrating the open source elements. In the alternative the Licensee agrees to such notice, AUDIOKINETIC will provide Licensee with any text or other required notice that use of such open source elements may require.

4. Licensee obligations

4.1 Restrictions on Use. Except as expressly provided herein, Licensee agrees not to (a) produce hard copy printed output of data from the AUDIOKINETIC Wwise Technology and/or Third Party Software for reports and notes for purposes other than solely for reference purposes in connection with its own internal business, and which may not be published or supplied to any third party; (b) expose any underlying programming interfaces of the AUDIOKINETIC Wwise Technology and/or Third Party Software in the Licensee Developed Game; (c) include any documentation relating to the AUDIOKINETIC Wwise Technology and/or Third Party Software and sample application elements of the AUDIOKINETIC Wwise Technology with the Licensee Developed Game; and (d) remove or alter any copyright or other proprietary notice from the AUDIOKINETIC Wwise Technology and the Documentation and/or Third Party Software; (e) disassemble, decompile or otherwise reverse engineer the AUDIOKINETIC Wwise Technology or otherwise attempt to learn the source code (to the extent not provided by AUDIOKINETIC), or algorithms underlying the AUDIOKINETIC Wwise Technology, to the maximum extent allowed under applicable law; (f) rent, lease or otherwise provide temporary access to the AUDIOKINETIC Wwise Technology and/or Third Party Software otherwise than as specifically authorized herein; (g) copy, alter or modify the AUDIOKINETIC Wwise Technology otherwise than as specifically authorized herein or, (h) authorize or allow others to do any of the foregoing.

4.2 Notice. Licensee agrees to promptly notify AUDIOKINETIC if the Licensee becomes aware of any unauthorized use of the whole or any part of the AUDIOKINETIC Wwise Technology or the Documentation by any third party.

5. Trademark license

5.1 Each of AUDIOKINETIC and Licensee owns the trademarks, logos and trade names (collectively “Marks”) for their respective products and/or services, including, but not limited to the Licensee Developed Game and the AUDIOKINETIC Wwise Technology. No licence to use the AUDIOKINETIC Marks is granted under this Agreement.

6. SUPPORT

6.1 During the term of the Agreement, if generally available to AUDIOKINETIC’s licensees at the time, AUDIOKINETIC may provide support for the AUDIOKINETIC Wwise Technology as described on AUDIOKINETIC’s website at <www.audiokinetic.com/support> (“Support”), all such support will be provided in accordance with the then current applicable conditions set forth on <www.audiokinetic.com/support>, subject to the terms and conditions set forth herein. Licensee assumes all risks arising from Licensee's failure to implement updates and any other corrections released by AUDIOKINETIC.

7. Intellectual property rights

7.1 Proprietary information. Licensee acknowledges that pursuant to this Agreement it will be receiving information which is proprietary and confidential to AUDIOKINETIC and/or to the owner(s) of the Third Party Software as applicable and, in the case of the AUDIOKINETIC Wwise Technology, is a confidential trade secret and valuable asset of AUDIOKINETIC which may (i) be the subject of one or more patent applications and/ or be a confidential trade secret and valuable asset of AUDIOKINETIC which it wishes to protect from public disclosure (“Proprietary Information”).

7.2 Exclusions. Each party acknowledges that the following will not be considered “Proprietary Information” for the purposes of this Agreement: (a) proprietary Information which is publicly available in the public domain at the time it is communicated to licensee by AUDIOKINETIC; (b) proprietary Information which is or becomes publicly available or public domain information through no fault of Licensee subsequent to the time it is communicated to Licensee by AUDIOKINETIC; (c) proprietary Information which is in Licensee’s possession free of any obligation of confidence to AUDIOKINETIC at the time it is communicated to Licensee by AUDIOKINETIC; (d) proprietary Information which is rightfully communicated to Licensee free of any obligation of confidence subsequent to the time it is communicated to Licensee by AUDIOKINETIC; (e) proprietary Information which was independently developed by Licensee without use of the other party’s Proprietary Information; or (f) is disclosed pursuant to law or to the order, requirement or request of a court of government authority.

8. Warranty and disclaimer

8.1 Warranty. AUDIOKINETIC warrants that it has the right and authority to grant the rights granted to Licensee hereunder in the AUDIOKINETIC Wwise Technology on the Licensee Platforms. AUDIOKINETIC warrants that it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Agreement.

8.2 As is, where is. THE AUDIOKINETIC WWISE TECHNOLOGY IS PROVIDED “AS IS” AND “WHERE IS” BY AUDIOKINETIC AND IS ACCEPTED AS SUCH BY LICENSEE, (B) AUDIOKINETIC DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE AUDIOKINETIC WWISE TECHNOLOGY AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT. AUDIOKINETIC DOES NOT WARRANT THAT THE AUDIOKINETIC WWISE TECHNOLOGY OR DOCUMENTATION OR THIRD PARTY SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE AUDIOKINETIC WWISE TECHNOLOGY AND THE DOCUMENTATION AND THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT WITH RESPECT TO SECTION 9 BELOW, LICENSEE AGREES THAT AUDIOKINETIC WILL NOT BE LIABLE FOR ANY DAMAGES THAT LICENSEE OR ITS END USERS OR ITS GAME PLAYERS MAY INCUR ARISING OUT OF THE USE OR INABILITY TO USE THE AUDIOKINETIC WWISE TECHNOLOGY OR THIRD PARTY SOFTWARE OR LICENSEE DEVELOPED GAME.

9. Limitation of liability

9.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, AND EXCEPT IN RELATION TO BREACHES OF AUDIOKINETIC’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL OR COST OF REPLACEMENT SERVICES OCCASIONED BY ANY DEFECT IN THE AUDIOKINETIC WWISE TECHNOLOGY, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT TO THE AUDIOKINETIC WWISE TECHNOLOGY OR THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 IN NO EVENT SHALL AUDIOKINETIC’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE FROM LICENSEE TO AUDIOKINETIC FOR THE RELEVANT LICENSEE DEVELOPED GAME, AS APPLICABLE, DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM.

10. Term and termination

10.1 Term. Unless terminated earlier as provided herein, this Agreement shall commence upon acceptance of this agreement and shall continue : (a) with respect to the Evaluation License, for a period of 30 days; (b) with respect to the Non-Commercial License, for a unlimited period .

10.2 Termination. Audiokinetic may terminate this Agreement if the Licensee materially breaches this Agreement and such material breach is not cured within thirty (30) days of written notice describing the breach.

10.3 Effect of Termination/Expiration. Except as expressly set forth in Section 10.4, upon the expiration or termination of this Agreement or any of the licenses granted hereunder: (a) all of Licensee’s rights hereunder shall terminate; and (b) within fifteen (15) days of the expiration or termination date Licensee shall, at its own expense, and at AUDIOKINETIC’s sole option, either return all copies of the AUDIOKINETIC Wwise Technology and all the Documentation in its possession or control, or, shall destroy all copies of the AUDIOKINETIC Wwise Technology and the Documentation in its possession or control.

10.4 Survival. Section 1 (Definitions), Section 7 (Intellectual Property Rights), Section 8 (Warranty and Disclaimer), Section 9 (Limitation of Liability), Section 11.3 (Effect of Termination), this Section 11.4 (Survival) and Section 11.6 (Governing Law) shall survive the termination or expiration of this Agreement in accordance with their terms.

11. Miscellaneous

11.1 New EULA. The text of this Agreement may be amended from time to time by AUDIOKINETIC. Such amendments will become effective and enforceable against Licensee upon express acceptance of same either through the execution of a written instrument to that effect or the acceptance of the new terms through AUDIOKINETIC Wwise Technology’s installation process.

11.2 Waiver. Any failure to enforce by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.

11.3 NOTICES. Any notice under this Agreement will be in writing and will be personally delivered, sent by a reputable overnight mail service (e.g. Federal Express) or by registered mail, or by facsimile confirmed by registered mail, to the other party. Notices will be deemed effective (a) three (3) working days after deposit, postage prepaid, if mailed, (b) the next day if sent by overnight mail, or (c) the same day if sent by facsimile and confirmed as set forth above. A copy of any notice will be sent to the following:

11.3.1 Notice to AUDIOKINETIC:
409 Saint-Nicolas St.
Suite 300,
Montreal, Quebec H2Y 2P4
Fax: (514) 499-9109
Attention: President and Chief Executive Officer
11.3.2 Notice to Licensee: at the address provided by the third party partner to Audiokinetic.

11.4 Assignment. This Agreement or any licenses granted hereunder may not be assigned or sublicensed by Licensee in whole or in part other than as provided hereunder (by contract, merger, operation of law or otherwise) without the prior written consent of AUDIOKINETIC, such consent not to be unreasonably withheld or delayed. AUDIOKINETIC may assign this Agreement with notice to Licensee in the event of a merger, acquisition or similar corporate activity provided that the surviving entity agrees to be bound by the terms of this Agreement. This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.

11.5 Export. Licensee agrees to comply with all export laws, restrictions, national security controls and regulations of the United States or other applicable national or foreign agency or authority, and not to export or re-export, or allow the export or re-export of any proprietary information or any copy or direct product thereof in violation of any such restrictions, laws or regulations.

11.6 Independent Contractors. Each party will act at all times as an independent contractor and will have no right or authority to act on behalf of, create any obligation for, or bind the other party in any way. Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.

11.7 Governing Law. This Agreement shall not be modified or amended except in writing and signed by both parties. This Agreement will be governed by and construed under the laws of the province of Quebec and the laws of Canada applicable therein and the parties hereto submit to the exclusive jurisdiction of the courts of Province of Quebec, District of Montreal.

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Published

Feb 28, 2012
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54,512

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