MotaEngine License

Version 1.0

Plain-language summary (not part of the license)

The full engine source is available to anyone who accepts this License, to read, modify, build, and ship games with. Prebuilt SDKs are offered as a convenience under the same terms.
It is free. Nothing is owed until a single game you ship with it has earned more than US$1,000,000, and then Motaware asks for 5% of what that game earns beyond that point.
When you release a game that can earn money, tell Motaware within 30 days (a short form at motaengine.com). Nothing is owed for that.
You may not redistribute the engine itself, or turn it into a competing engine or game-making tool for others.
Motaware's hosted services (matchmaking, crash reporting, telemetry, server hosting) are separate products under their own terms.
The engine comes with no warranty.

The binding terms follow.

1. Definitions

"Motaware" means Motaware LLC.

"Engine" means MotaEngine: the source code, headers, build scripts, tools, shaders, prebuilt libraries and SDKs, documentation, sample projects, and any Updates that Motaware makes available under this License.

"Engine Code" means the Engine in any form, including modifications you make to it, other than as compiled into a Licensed Product.

"Licensed Product" means a game, simulation, or other application that you develop with the Engine and distribute only in compiled, object-code form, with Engine Code compiled into it and not extractable as a reusable engine or SDK.

"Product Revenue" means the worldwide gross revenue attributable to a Licensed Product from any source, including sales, in-app purchases, downloadable content, subscriptions, virtual currency, advertising, and sponsorship, less only refunds and sales or value-added taxes actually remitted. Revenue from a free Licensed Product that earns nothing is zero.

"Royalty Threshold" means US$1,000,000 of lifetime Product Revenue per Licensed Product.

"Royalty Rate" means five percent (5%).

"Contribution" means Engine Code you deliberately submit to Motaware for inclusion in the Engine.

"You" means the individual or legal entity exercising rights under this License; for an entity, this includes its affiliates.

2. License grant

Subject to your compliance with this License, Motaware grants you a worldwide, non-exclusive, non-transferable, royalty-bearing (Section 4) license to:

(a) use, reproduce, and modify Engine Code internally, for any purpose, including evaluation, education, research, and development;

(b) compile Engine Code into Licensed Products and distribute those Licensed Products to end users, directly or through distributors, publishers, stores, and platforms, under your own end-user terms;

(c) run Engine Code on servers you own or rent, including dedicated game servers for your Licensed Products, without those servers being counted as distribution; and

(d) share your modifications to Engine Code, including patches, plugins, and ports, with other people who have accepted this License, provided you keep all notices and license terms intact.

Motaware also grants you a patent license under Motaware's patent claims that are necessarily infringed by the Engine as provided, for the uses permitted above. This patent license ends if you bring a patent claim against Motaware or any licensee alleging that the Engine infringes a patent.

3. Restrictions

You may not:

(a) distribute Engine Code, in source or compiled form, to anyone other than as compiled into a Licensed Product (Section 2(b)) or to other licensees (Section 2(d));

(b) use the Engine to build, or incorporate Engine Code into, a general-purpose game engine, framework, middleware, SDK, or authoring tool that exposes Engine functionality to third parties for making their own products;

(c) remove, obscure, or alter any copyright, license, or attribution notice in the Engine, or misrepresent the Engine's origin;

(d) use Motaware's names, logos, or trademarks except as permitted in Section 7;

(e) use Engine Code to train, fine-tune, or evaluate machine-learning models intended to generate source code, without Motaware's written permission; or

(f) sublicense the Engine, except to the extent necessary for the distribution of Licensed Products under Section 2(b).

4. Royalty

(a) Free tier. No royalty is due on a Licensed Product until its lifetime Product Revenue exceeds the Royalty Threshold. No royalty is ever due for internal use, evaluation, education, research, game jams, free-to-play products that earn no Product Revenue, or work-for-hire where the client rather than you would be the licensee.

(b) Royalty. Once a Licensed Product's lifetime Product Revenue exceeds the Royalty Threshold, you owe Motaware the Royalty Rate applied to all Product Revenue of that Licensed Product above the Royalty Threshold. Each Licensed Product is measured separately. Sequels, ports, and editions that share the majority of their content are one Licensed Product.

(c) Release notice. Within 30 days after a Licensed Product is first made available to the public for sale or with any means of earning Product Revenue, you will notify Motaware of its title, the entity releasing it, its release date and platforms, and a contact for royalty matters, using the release form at motaengine.com or by email to help@motaware.com, and you will keep that contact current. A Licensed Product that earns no Product Revenue needs no notice. Notice is not a condition of the license grant, and failing to give it does not by itself create a royalty obligation.

(d) Reporting and payment. Within 45 days after the end of each calendar quarter in which a Licensed Product has passed the Royalty Threshold, you will send Motaware a report of that product's Product Revenue for the quarter and pay the royalty due, in US dollars, by a method Motaware reasonably specifies. Amounts unpaid 30 days after they are due bear interest at 1% per month or the maximum lawful rate, whichever is lower.

(e) Records and audit. You will keep accurate records of Product Revenue for three years after each payment is due. No more than once per calendar year, on 30 days' notice, Motaware or an independent auditor bound by confidentiality may inspect those records. If an audit finds an underpayment above 5% for the period examined, you will reimburse the reasonable cost of the audit in addition to paying the shortfall.

(f) Stability of terms. Motaware may change the Royalty Threshold, the Royalty Rate, or other terms only for future versions of the Engine. Engine versions you obtained under this License remain governed by this License, and you may continue to use, update your own copies of, and ship Licensed Products with them under these terms.

5. Hosted services

Motaware's online services, including matchmaking, server hosting, crash reporting, telemetry, and pixel streaming back ends, are not part of the Engine. Using them requires a separate agreement. The Engine's client-side code for talking to them is Engine Code and remains under this License, and you are free to point it at services you run yourself.

6. Contributions

If you submit a Contribution, you grant Motaware a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use, reproduce, modify, sublicense, and distribute it as part of the Engine or otherwise, under this License or any other terms, and you represent that you have the right to grant that license. You keep ownership of your Contribution. Motaware is not obliged to accept any Contribution.

7. Trademarks and attribution

This License does not grant rights to the "Motaware" name or logos, except that you may (and are encouraged, but not required, to) state that a Licensed Product was "Made with MotaEngine" and display the Motaware logo as provided by Motaware for that purpose, in a manner that does not suggest endorsement of your product by Motaware.

8. Third-party software

The Engine builds with and includes third-party components that are licensed under their own terms, listed in THIRD_PARTY_NOTICES.md. Those terms govern those components and take precedence over this License for them. You are responsible for complying with them in your Licensed Products, including reproducing their notices where their licenses require it.

9. Ownership

The Engine is licensed, not sold. Motaware and its licensors retain all rights, title, and interest in the Engine, including modifications made by Motaware. You own your Licensed Products and your own modifications, subject to Motaware's rights in the underlying Engine and Section 6.

10. Term and termination

This License takes effect when you first use the Engine and continues until terminated. Motaware may terminate it if you materially breach it and do not cure the breach within 30 days after written notice. You may terminate it at any time by stopping all use of the Engine. On termination you must stop using Engine Code, but Licensed Products you distributed before termination may continue to be distributed provided all royalties on them are paid. Sections 1, 3, 4, 6, 8, 9, 11, 12, and 13 survive termination.

11. Disclaimer of warranty

THE ENGINE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MOTAWARE DOES NOT WARRANT THAT THE ENGINE WILL BE ERROR-FREE OR THAT IT WILL MEET YOUR REQUIREMENTS.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTAWARE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE ENGINE OR THIS LICENSE, HOWEVER CAUSED. MOTAWARE'S TOTAL LIABILITY UNDER THIS LICENSE WILL NOT EXCEED THE GREATER OF US$100 OR THE ROYALTIES YOU PAID TO MOTAWARE IN THE TWELVE MONTHS BEFORE THE CLAIM.

13. General

This License is governed by the laws of the State of California, USA, excluding its conflict-of-laws rules, and the state and federal courts located in Los Angeles County, California have exclusive jurisdiction. If any provision is unenforceable, the rest remains in effect. This License is the entire agreement between you and Motaware about the Engine and supersedes any prior understanding. Notices to Motaware go to help@motaware.com. Motaware may publish revised versions of this License; a revision applies only to Engine versions released under it (Section 4(f)).