So I'm just going to ramble a bit about the license, most of what I say is probably going to be irrelevant, but since you asked for feedback, here goes:
[quote:1eebgirg]If the license is issued to a named employee and that employee is no longer under
employment by the business, you must email Scirra and inform them.
You must inform Scirra of a licensed employee's termination in all cases or only if you want a new license? What if I terminate an employee but he keeps the license? Shouldn't the "named employee license" only be usable by said person within the context of the business or can the employee use the license for its own benefit?
[quote:1eebgirg]When the Startup has generated more than the permitted lifetime revenue
Might want to define what "revenue" means, preferrably in section A.1. Does it mean profit or raw income? Before or after taxes? Does paying the employee constitute an expense?
[quote:1eebgirg]You do not need to pay any Royalties for any content you publish.
You don't need to pay *Scirra*, other conditions might apply.
[quote:1eebgirg]You are not permitted to reverse engineer any part of Construct 2 or the licesning system.
Typo. should say licensing instead of licesning. Also a waiver for "explicit written permission" might apply here for cases where one might want to reverse engineer construct 2 to create plugins, modify xml, fix bugs, or create exporters/wrappers. This already happens frequently with beefier plugins like spriter.
May also put in a clause saying you're free to modify and/or reverse engineer the OUTPUT of the program.
[quote:1eebgirg]Licenses for Construct 2 are indefinite and entitle you to free updates to any future
releases of the Construct 2 editor for life permitting you are in possession of a valid and
fully paid for license and you have not broken any terms of this agreement.
Might want to reinforce that free upgrades are for the "2" version of the editor. You aren't entitled to a free upgrade to Construct 3. Also might want to add that you're not entitled to free access to any addons to construct that may or may not happen.
[quote:1eebgirg]Licensee may provide access to Licensed Content to no more than ten Authorised Users
simultaneously provided that access to Licensed Content is used solely for the purpose of
creation or reproduction of Works for Distribution made by or on behalf of Licensee
Missing a comma between simultaneously and provided. Also the 10 users seems a bit arbitrary but whatever.
[quote:1eebgirg]Licensee may use the Licensed Content in up to 1 commercial projects.
Please get rid of the "commercial" project. A project is a project is a project. Even with the definition of "commercial" that follows this statement, the license still allows you to use the content to make projects with no intention of being commercial (such as fangames or portfolio pieces) that indirectly generate revenue (by attracting traffic to other ad-supported sections of the site, for instance).
[quote:1eebgirg]Licensee is permitted to use the Licensed Content in unlimited free projects.
See above. All projects generate revenue in some form, even if said form is "recognition" - which is later converted to cash through becoming a reference in the area.
Let the project creator handle these issues with the seller through written agreement if he/she wishes to use licensed content for "free".
[quote:1eebgirg]Licensee may not distribute Licensed Content in a manner meant to enable third parties to creative
derivative works incorporating Licensed Content.
should be "create" instead of "creative".
[quote:1eebgirg]Licensee may not incorporate the Licensed Content in advertisments, broadcast TV,
theatrical or movie releases. There is exemption is for online advertisements that are
solely advertising the Work For Distribution.
Or if the work itself is an advertisement. Like I said, there's an use case of construct 2 where the user creates small advergames. Also, the word "online" doesn't make sense here. What if a game I created is being advertised via print, or offline digital media?
[quote:1eebgirg]Licensee shall not use the Licensed Content in a manner that violates the law of any
This is untenable and impractical. Different laws are often contradicting, the licensee isn't obliged to know all laws his work may appear on. A clause where the licensee accepts liability for his work in all applicable jurisdictions would be way way better, and allow you to get rid of the "pornographic/defamatory" clause. Also you mention pornography but neglect violence and gambling, which makes this clause extra-weird.
[quote:1eebgirg]Licensee must with immediate effect stop using the Licensed Content, destroy, delete and
remove the Licensed Content from Licensee’s premises, computer systems and storage.
And inform all parties who may have copies of the licensed content to do the same - Example: you must remove your stuff from kongregate as well.
[quote:1eebgirg]Licensed Content purchased at an exclusive price are permitted for use on unlimited commercial projects within the terms of this Agreement
Get rid of the word "commercial" here, it makes no sense. Add a disclaimer stating that you may still not resell the content directly (actually it would be better if you defined "project" in section A.1). Also merging C.4 and C.5 would be better for clarity (the heading "royalty free license" makes no sense since royalty free license is the whole license).
[quote:1eebgirg]If you receive a refund for payment of Licensed Content in part or full, your license is no
longer valid with immediate effect.
"you must destroy/delete/remove yadda yadda yadda" <-- reinforce this
[quote:1eebgirg]You may not use the e-books or any part of the e-books content for any commercial, promotional, institutional, corporate or teaching purposes.
Unless everyone else you're interacting with also has a license? I mean if you buy the ebook for everyone then you could use it for teaching within your organization right?
[quote:1eebgirg]If source code is provided (in the form of a CapX file in the download of the Licensed
Content, the “Source Code”) Licensee is permitted to modify any aspect of the provided
Source Code (permitting a valid Construct 2 license is in Licensee’s possesion) and create
derivatives of the work and publish the modified Licensed Content and derivatives on the
Domain Name, as long as the modifications and derivatives do not breach any stated
restrictions or terms listed in this Agreement.
You shouldn't be able to modify the source and resell the source. I.E.: The way it is now, I could buy games in the scirra store, reskin them, and resell them on FGL, and I wouldn't even be breaching the license.
[quote:1eebgirg]An exclusive price means that the item from that point onwards will be delisted from the
Scirra store and no longer for sale.
Can it be relisted? What if the seller modifies it and relists it? Can the seller still maintain it listed on other sites? Can I then list it?