What is the Participant Agreement?
The Participant agrees as follows:
1. License. SCEA shall provide the Hardware to Participant, at no charge, for the Purpose. All other uses are expressly prohibited. Participant will (i) operate the Hardware competently and according to the operating and environmental instructions (ii) not abuse or misuse the Hardware, and (iii) not sell, transfer or bestow the Hardware during the Term.
2. Location. Participant will keep the Hardware at the Location and will not move the Hardware from the Location. SCEA will ship the Hardware to the Location at no cost to Participant.
3. Ownership and Tags. SCEA has and at all times during the Term will retain all right, title and interest to and ownership of the Hardware including all patent rights, copyrights, trade secret rights, trademark rights, inventions, design rights, maskwork rights and other proprietary rights in the Hardware. Participant will have no right or interest in the Hardware during the Term. SCEA may attach a property tag to the Hardware indicating SCEA's ownership of the Hardware or a tag with language that complies with FCC regulations. Participant will not remove these tags and will immediately inform SCEA if these tags are removed.
4. Confidential Information. The term “Confidential Information” means confidential or proprietary information relating to the Hardware, documents and materials, developed, owned, licensed or under the control of SCEA, including processes, hardware, software, inventions, trade secrets, ideas, designs, research, know-how, business methods, production plans and marketing plans relating thereto whether oral, printed, in machine-readable form. During the Term, Participant will safeguard and hold in trust and confidence and not disclose or use Confidential Information.
5. Reverse Engineering Prohibited. Participant will not directly or indirectly disassemble, decrypt, electronically scan, peel semiconductor components, decompile, circumvent or reverse engineer in any manner or attempt to reverse engineer or derive source code from the Hardware or Software or permit, assist or encourage any third party to do so. Participant will not use, modify, reproduce, sublicense, distribute, create derivative works from or provide to third parties the Hardware or Software, in whole or in part. Participant’s Hardware use is strictly limited to the Purpose. Any other use, direct or indirect, of the Hardware is strictly prohibited. Participant has the burden of proof under this section to demonstrate his/her compliance, and SCEA reserves the right to require Participant to furnish evidence satisfactory to SCEA that Participant has complied with this section. This section survives this Agreement’s termination.
6. Risk of Loss: Participant bears all risk of loss or damage to the Hardware from the time Participant receives the Hardware until the end of the Term. During this time, Participant shall protect the Hardware from loss, damage or theft by third parties.
7. SELLING OR TRANSFERRING THE HARDWARE: PARTICIPANT MAY NOT SELL, TRANSFER, ADVERTISE FOR SALE, OR CONFER THE HARDWARE DURING THE TERM.
8. Indemnification: Participant will indemnify SCEA and its affiliates, officers and employees from and against any claim, demand, proceeding, liability, damages, loss or expense (collectively, “SCEA Claim”) resulting from Participant’s breach of this agreement’s terms including violating Section 7.
9. Legal Costs and Expenses: In the event SCEA must retain the services of a lawyer to enforce the provisions of this Agreement or to file or defend any action arising out of this Agreement, then SCEA is entitled, in addition to any other rights and remedies available to it at law or in equity, to recover from Participant its fees for lawyers and expert witnesses, court costs and expenses, and expenditures recouping the Hardware.
10. WHAT DOES 7, 8, & 9 MEAN: IF YOU SELL, EXCHANGE, LOSE OR GIFT THE HARDWARE BEFORE THE END OF THE TERM (INCLUDING ONLINE AUCTIONS OR ONLINE CLASSIFIED SERVICE PAGES) SCEA WILL FILE IMMEDIATE ACTION AGAINST YOU FOR BREACHING THIS AGREEMENT. IF FOUND LIABLE, YOU WILL BE RESPONSIBLE FOR THE VALUE OF THE HARDWARE, SCEA’S COSTS OF SUING YOU AND THE EXPENSE INCURRED RECOVERING THE MISSING HARDWARE (INCLUDING LEGAL COSTS).
11. Term and Termination. In the event that SCEA determines, in its sole discretion, that Participant has failed to comply with any provisions of this Agreement, SCEA may demand immediate return of the Hardware and Participant shall comply with such demand. In the event that Participant fails to return the Hardware SCEA will resort to legal means to recover the Hardware.
12. General. This Agreement will be governed by and interpreted according to the laws of the State of California without regarding to the principles of conflicts of law. No waiver or modification of this Agreement will be effective unless in writing and signed by both parties. This Agreement constitutes the entire agreement between SCEA and Participant with respect to the Hardware and supersedes all prior or contemporaneous agreements, understandings or communications between SCEA and Participant, whether oral or written.