YUPLAY™ END USER LICENSE AGREEMENT

BEFORE CLICKING ON THE "I AGREE" BUTTON, PLEASE CAREFULLY READ THIS LICENSE AGREEMENT. YUPLAY™ AND YUPLAY, Inc ARE WILLING TO GRANT TO YOU A RIGHT TO USE ANY SOFTWARE PRODUCT FROM THIS SITE ONLY IF YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT CLICK ON THE "I AGREE" BUTTON AND DO NOT USE THIS PRODUCT.

Your access to and use of the YUPLAY™ game software and service is subject to the following terms and conditions (the "Agreement") and all applicable laws. This Agreement is a legal document that explains your rights and obligations as a User. By accessing and utilizing YUPLAY™, as well as any game provided by YUPLAY™, you accept, without limitation or qualification, these terms and conditions and acknowledge that any other agreements between you and YUPLAY™ are superseded and of no force or effect:

1. REGISTRATION AND ACTIVATION.

YUPLAY™ is an online service ("YUPLAY") offered by YUPLAY, Inc.

You become an authorized user of YUPLAY ("User") by installing the YUPLAY client software or completing the YUPLAY registration. This contract between YUPLAY and you becomes effective and binding as soon as you access the YUPLAY service after accepting this Agreement.

When you complete YUPLAY's registration process, you create a YUPLAY account ("Account"). You are solely responsible for all activity on your Account and for the security of your computer system. You may not reveal, share or otherwise allow others to use your password or Account. You agree that you are personally responsible for the use of your password and Account and for all of the communication and activity on YUPLAY that results from use of your login name and password. You may not sell or charge others for the right to use your Account, or otherwise transfer your Account.

2. LICENSES

A. License Terms.

Your use of YUPLAY and YUPLAY game products require the automatic download and installation of software and other content and updates onto your computer ("YUPLAY Software"). YUPLAY hereby grants, and you accept, a limited, revocable, terminable, non-exclusive license and right to use the YUPLAY Software for your personal use in accordance with this Agreement. The YUPLAY Software is licensed, not sold. Your license confers no title or ownership in the YUPLAY Software.

You may not use the YuPlay Software for any purpose other than as provided by this Agreement. You may not use the Software for any commercial use. You agree that you shall not decompile, disassemble, reverse engineer, translate or otherwise attempt to discover any source code or underlying trade secrets pertaining to the YUPLAY Software or modify the YUPLAY Software or any graphic generated by use of the YUPLAY Software.

You understand that for reasons that include, without limitation, system security, stability, and multiplayer interoperability, YUPLAY and/or YUPLAY may need to automatically update, pre-load, create new versions or otherwise enhance the YuPlay Software and accordingly, the system requirements to use the YUPLAY Software may change over time. You understand that neither this Agreement nor the terms associated with a particular game entitles you to future updates, new versions or other enhancements of the YuPlay Software associated with another particular game offering although YUPLAY may choose to provide such updates, etc. in its sole discretion.

B. Beta Software Terms

YUPLAY may from time to time make software accessible to you via YUPLAY prior to the general commercial release of such software ("Beta Software"). You are not required to use Beta Software, but if YUPLAY offers it, you may elect to use it subject to the terms of this Agreement as well as the following specific terms and conditions:

(i) Your license and right to use the Beta Software is effective until the earlier of: (a) YUPLAY's release of a final release of the software that corresponds to the Beta Software; or (b) termination by YUPLAY as provided within this Agreement;

(ii) In addition to the waivers and limitations of liability for all YUPLAY Software under Section 8 below, you specifically acknowledge that Beta Software is not final and may create incompatibilities or damage to your computer, data, and/or software. Because the Beta Software is a "Beta Test" version only and is not error or bug free, you agrees that you will use the Beta Software carefully and will not use it in any way which might result in any loss of your or any third party's property or information. IF YOU DECIDE TO INSTALL AND/OR USE BETA SOFTWARE, IT IS ENTIRELY AT YOUR OWN RISK;

(iii) You acknowledge and agree that in providing the Beta Software, YUPLAY may disclose to you certain confidential, proprietary trade secret information (the "Confidential Information"). Confidential Information may include, but is not limited to, the Beta Software, all related computer programs, the performance, characteristics, problems and/or bugs of or with any game and/or the Beta Software, marketing information, and other details related to the game. During the term of the Beta program and for a period of two (2) years following the commercial release of the related game thereafter (the "Non-Disclosure Period"), you agree that you will not, without the express prior written consent of YUPLAY, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information a) is or becomes generally available to the public through no fault of your own; or b) is rightfully received by you from a third party without limitation as to its use;

(iv) During the Non-Disclosure Period, you agree not to disseminate, publish, or otherwise communicate any review, account, description or other information concerning the Beta Software, nor to make any other disparaging remarks or comments that cast the Beta Software, YUPLAY or YUPLAY in a negative light, in any public forum about the Beta Software, except directly to YUPLAY or YUPLAY without the express prior written consent of YUPLAY;

(v) You agree that the contents of all oral and written reports to YUPLAY and/or YUPLAY and any other materials, information, ideas, concepts, and know-how provided by you (including corrections to problems in the Beta Software and documentation) become the property of YUPLAY and may be used by YUPLAY for all business purposes, without any accounting or any payment to you. Under no circumstances will YUPLAY become liable for any payment to you for any information that you provides, whether concerning the Beta Software or otherwise, no matter how such information is used or exploited by YUPLAY or anyone else; and

(vi) Any additional terms and conditions as YUPLAY, in its sole discretion, may impose.

C. Ownership.

All right, title, and interest in and to the YUPLAY Software, including without limitation all trademarks, trade names, copyrights, patent rights and all other associated and intellectual property rights in and to the YUPLAY Software, and any and all copies thereof, are owned by YUPLAY and/or its third party suppliers. This License Agreement does not convey to you an interest in or to the Software, but only a limited right of use which is revocable in accordance with the terms of this Agreement. The YUPLAY Software is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

D. Further Restrictions.

You may use the YuPlay Software for your own use, but you may not: (i) rent, lease or license the YUPLAY Software to third parties without the prior written consent of YUPLAY, including without limitation for such commercial purposes as computer gaming centers or public cyber cafes; (ii) host or provide matchmaking services for the YUPLAY Software or emulate or redirect the communication protocols used by YUPLAY in any network feature of the YUPLAY Software, through protocol emulation, tunneling, modifying or adding components to the YUPLAY Software, use of a utility program or any other techniques now known or hereafter developed, for any purpose including, but not limited to network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks, without the prior written consent of YUPLAY; (iii) exploit the YUPLAY Software or any of its parts for any commercial purpose; or (iv) sell, grant a security interest in or transfer reproductions of the YUPLAY Software to other parties in any way.

Any rights not expressly granted herein are reserved by YUPLAY and/or third parties.

3. PAYMENT

ALL YUPLAY FEES ARE REFUNDABLE ONLY ACCORDING TO YUPLAY REFUND POLICY.

4. ONLINE CONDUCT, CHEATING AND ILLEGAL BEHAVIOR

You agree that you will be personally responsible for the use of your Account and for all of the communication and activity on YUPLAY that results from use of your Account. Your online conduct and interaction with other Users should be guided by common sense and basic etiquette. YUPLAY may post specific requirements from time to time as part of this Agreement and such terms and conditions may also be found in terms of use required by third parties who host particular games or other services.

YUPLAY and the YUPLAY Software may include functionality designed to identify software or hardware processes or functionality that may give a player an unfair competitive advantage when playing multiplayer versions of any YUPLAY Software, other YUPLAY products, or modifications thereof ("Cheats"). You agree that you will not create or assist third parties in any way to create Cheats. You agree that you will not directly or indirectly disable, circumvent, or otherwise interfere with the operation of software designed to prevent or report the use of Cheats. You acknowledge and agree that either YUPLAY or any online multiplayer host may refuse to allow you to participate in certain online multiplayer games if you use Cheats in connection with YUPLAY or the YUPLAY Software. Further, you acknowledge and agree that an online multiplayer host may report your use of Cheats to YUPLAY, and YUPLAY may communicate your history of use of Cheats to other online multiplayer hosts for YUPLAY products. YUPLAY may terminate your Account for any conduct or activity that YUPLAY believes is illegal, constitutes a Cheat, or which otherwise negatively affects the enjoyment of YuPlay by other Users. You acknowledge that YUPLAY is not required to provide you notice before terminating your Account, but it may choose to do so.

6. THIRD PARTY CONTENT

"Third Party Content" means software and other content provided by third parties, other than YUPLAY, that is designed to work in conjunction with the YUPLAY Software. In regard to all Third Party Content, YUPLAY acts merely as an intermediary service provider. YUPLAY does not screen Third Party Content available on YUPLAY or through other sources. YUPLAY does not assume any responsibility or liability for Third Party Content.

7. USER GENERATED INFORMATION

"User Generated Information" means any information made available to other users through your use of multi-user features of YUPLAY or to YUPLAY through your use of the YUPLAY Software. User Generated Information may include, but is not limited to, chat, forum posts, screen names, game selections, player performances, usage data, suggestions about YUPLAY products or services, and error notifications. Subject to the YUPLAY privacy policy above, as applicable, you expressly grant YUPLAY the complete and irrevocable right to use, reproduce, modify, create derivative works from, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Generated Information and derivative works thereof in any form, anywhere, with or without attribution to you, and without any notice or compensation to you of any kind.

8. LIMITATION OF LIABILITY; NO WARRANTIES

A. LIMITATION OF LIABILITY.

NEITHER THE OWNERS OF YUPLAY OR ANY OF THE YUPLAY SOFTWARE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING YUPLAY OR THE YUPLAY SOFTWARE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SPACE. WITHOUT LIMITING THE FOREGOING, ALL MATERIALS ON THE SPACE ARE PROVIDED "AS IS" AND "AS AVAILBLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NEITHER GAIJIN, ITS LICENSORS, NOR THEIR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE YUPLAY, YOUR ACCOUNT, AND THE YUPLAY SOFTWARE INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL GAIJIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YUPLAY, YUPLAY SOFTWARE, MERCHANDISE THAT YOU ACQUIRE VIA YUPLAY, ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE ANY INFORMATION, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF GAIJIN'S WARRANTY AND EVEN IF GAIJIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS.

Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.

B. NO GUARANTEES.

GAIJIN DOES NOT GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO YUPLAY, THE YUPLAY SOFTWARE OR YOUR ACCOUNT. GAIJIN DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE SOFTWARE IS FREE FROM BUGS OR OTHER HARMFUL COMPONENTS.

THE SERVICE AND ALL YUPLAY SOFTWARE IS DESIGNED FOR USE WITH THE PERIPHERAL EQUIPMENT, SERVICES AND ACCESSORIES. EXCEPT AS AGREED OTHERWISE IN WRITING, GAIJIN ASSUMES NO RESPONSIBILITY UNDER THIS AGREEMENT FOR OBTAINING OR PROVIDING SUCH EQUIPMENT, SERVICES AND/OR ACCESSORIES. YOU ARE ALSO RESPONSIBLE FOR ENSURING A PROPER ENVIRONMENT AND PROPER UTILITIES FOR THE COMPUTER SYSTEM ON WHICH THE YUPLAY SOFTWARE WILL OPERATE, INCLUDING AN UNINTERRUPTED POWER SUPPLY.

GAIJIN SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEB SITE HOST OR INTERNET CONNECTION PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. ANY DEFECTS IN HARDWARE SHALL BE GOVERNED SOLELY BY YOUR AGREEMENT WITH AND/OR THE WARRANTY PROVIDED TO YOU BY THE VENDOR AND/OR MANUFACTURER OF THE HARDWARE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THIS AGREEMENT, THE SYSTEM AND SERVICES. YOU ASSUME ALL RESPONSIBILITY FOR THE COST ALL NECESSARY REPAIRS OR CORRECTIONS.

9. EXCLUSIVE REMEDIES

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GAIJIN WITH REGARD TO YUPLAY OR THE YUPLAY SOFTWARE IS TO DISCONTINUE USE OF YUPLAY AND CANCEL YOUR ACCOUNT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GAIJIN, ITS LICENSORS, AND THEIR AFFILIATES LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION

You agree to defend, indemnify and hold harmless YUPLAY, its licensors and their affiliates from all liabilities, claims and expenses, including attorneys' fees, that arise from or in connection with breach of this Agreement, use of YuPlay or any Subscription, or any User Generated Information or Third Party Content, including, but not limited to, the creation, distribution, promotion and use of any modifications or derivative works, by you or any person(s) using your Account. YUPLAY reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to YUPLAY in that matter. This Section regarding Indemnification shall survive termination of this Agreement.

11. TERM AND TERMINATION

Either you or YUPLAY has the right to terminate or cancel your Account. You understand and agree that the cancellation of your Account is your sole right and remedy with respect to any dispute with YUPLAY.

A. Term.

The term of this Agreement (the "Term") will be effective as of the date that you click "I Agree" below, and will continue in effect until otherwise terminated in accordance with this Agreement.

B. Survival of Terms.

Sections 2(B), 2(C), 2(D), 7, 8, 9, 10, 12, and 13 will survive any expiration or termination of this Agreement.

12. APPLICABLE LAW/JURISDICTION

You agree that this Agreement shall be deemed to have been made and executed in the Commonwealth of Virginia, and any dispute arising hereunder shall be resolved in accordance with the law of Virginia. You agree that any claim asserted in any legal proceeding by you against YUPLAY shall be commenced and maintained exclusively in any state or federal court located in Alexandria, Virginia, having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses.

13. MISCELLANEOUS

This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.

YUPLAY's obligations are subject to existing laws and legal process and YUPLAY may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.

You agree to comply with all applicable import/export laws and regulations of the United States and its governmental and regulatory agencies (including, without limitation, the Bureau of Export Administration and the U.S. Department of Commerce). You agree not to export the YuPlay Software or allow use of your Account by individuals of any terrorist supporting countries to which encryption exports are at the time of exportation restricted by the Bureau of Export Administration. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country.

The terms and conditions may be revised from time to time by YUPLAY and by updating their posting on the YUPLAY Web Site. (See www.yuplay.com/license.php) You are bound by any such revisions and should therefore periodically review any such changes.