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"You must be at least 13 to accept these Agreements.

" SOFTWARE LICENSE AGREEMENT & GAMESPY ARCADE AGREEMENT GameSpy Arcade Agreement Welcome to GameSpy Arcade. GameSpy ("GameSpy") provides the GameSpy Arcade game service ("GameSpy Arcade") to you ("you"), subject to the terms of this agreemen t. GameSpy Arcade provides free unlimited access to a wide variety of games and audio chat. As part of GameSpy Arcade, GameSpy maintains a World Wide Web site, www.gamespyarcade.com (the "Web Site"). The following are the terms and conditio ns for use of GameSpy Arcade and the Web Site, along with any amendments thereto , and any operating rules or policies that may be published from time to time by GameSpy (collectively, the "GameSpy Arcade Agreement" or "GAA"). Please read th em carefully. The term "Member" in this GAA refers to any person or entity that has entered into this GAA with GameSpy. You must be at least 13 years of age to accept this GAA. Minors should access Ga meSpy Arcade only by having their parent or legal guardian register for them and open an account that the parent or legal guardian authorizes the minor to use. GameSpy may require that the registrant provide sufficient information to indica te that the registrant is an adult. BY COMPLETING THE REGISTRATION PROCESS, DOWN LOADING THE SOFTWARE, AND CLICKING THE "I ACCEPT" BUTTON, YOU ARE STATING THAT Y OU ARE AT LEAST 13 YEARS OF AGE OR A MINOR WITH PARENTAL CONSENT TO USE GAMESPY ARCADE, AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THI S GAA. GameSpy may elect at its sole discretion to monitor some, all or none of the are as of the Web Site and GameSpy Arcade for adherence to this GAA or for any other reason. 1. ACCOUNT INFORMATION. (i) Member Account Creation. You agree to provide GameSpy with ongoing, accurate , complete, and updated account information. Failure to do so constitutes a brea ch of this GAA and unauthorized access to GameSpy Arcade, and may result in imme diate termination of your account and subject you to civil and/or criminal liabi lity. (ii) Member Account. When you create a Member Account online for GameSpy Arcade, you may receive a password and a member account ("Member Account"). You can hav e multiple, free Member Accounts. You are entirely responsible for any and all a ctivities conducted through your Member Account. You may permit another individu al to use your Member Account subject to your supervision and assumption of all resulting liabilities. You agree to notify GameSpy immediately of any unauthoriz ed use of your password or any of your accounts, or of any other breach of secur ity. (iii) Passwords. Upon creating your account as a Member of GameSpy Arcade, you m ay be required to select a password. You are responsible for maintaining the con fidentiality of your password and are liable for any harm resulting from disclos ing or allowing disclosure of any password or from use by any person of your pas sword to gain access to your Member Account(s). Therefore, for security purposes , GameSpy recommends that you change your password often. You acknowledge that a lthough GameSpy Arcade may offer a feature(s) that allows you to bypass the pass word protection, this feature permits anyone who has access to your computer to easily access your Member Account. Use of this password bypass feature is at you r own risk. YOU ARE FULLY LIABLE FOR ALL CHARGES UNDER YOUR MEMBER ACCOUNTS, INC LUDING ANY UNAUTHORIZED CHARGES TO THOSE ACCOUNTS. (iv) Registration. You have the right to obtain from GameSpy or their agents a

serial number to enable GameSpy Arcade to operate in Full Functionality Mode. T his registration entitles the registered user to run GameSpy Arcade in Full Func tionality Mode. (v) Payment. GameSpy will charge you fees for a serial number to enable GameSpy Arcade to operate in Full Functionality Mode. You agree to pay all fees and ch arges, including applicable taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. Game Spy reserves the right to change the amount of, or basis for determining, any Fe es, and to institute new Fees, effective upon prior notice to you. All Sales ar e Final. We have a NO REFUND POLICY. Once you submit your order, it is non-refun dable. Only in cases of fraud will the payment be refunded. (vi) Member Names. Upon creation of your account as a Member of GameSpy Arcade, you may be required to choose one or more Member names to identify yourself to o ther Members and GameSpy Arcade staff. You may not select or use a Member name w hich violates any third party's trademark right, copyright, or other proprietary right, which is or may be illegal, which may cause confusion, or which GameSpy deems in its discretion to be vulgar or otherwise offensive. GameSpy reserves th e right to delete any vulgar or otherwise offensive Member name, or to require d eletion thereof. (vii) Former Members. Members whose accounts have been terminated by GameSpy may not access GameSpy Arcade in any manner or for any reason without the express w ritten permission of GameSpy. Active Members may not knowingly allow former Memb ers who have been terminated to use the active Members' accounts. 2. MEMBER PRIVACY It is GameSpy's policy to respect the privacy of its Members. Please refer to Ga meSpy's PRIVACY POLICY for more information. You agree that GameSpy may access and disclose any information about you, your a ccounts, or any content you provide on our site if GameSpy believes in good fait h that such action is reasonably necessary to enforce this GAA or its copyright policy, to comply with the law, to comply with legal process, to operate its sys tems properly, to protect itself, its Members, or others, or as stated in the Pr ivacy Policy. 3. PROPRIETARY RIGHTS TO CONTENT You acknowledge that (a) GameSpy Arcade contains games, information, communicati ons, software, text, photos, video, graphics, music, voices, sounds and other ma terial and services (collectively, "Content"), and (b) such Content may be provi ded under license by independent content providers ("ICPs"), including, but not limited to, game publishers and other Members. You, and any user of your Member Account, must evaluate, and bear the risk associated with, the accuracy, complet eness or usefulness of any Content. GameSpy does not pre-screen Content as a mat ter of policy, but GameSpy and ICPs shall have the right, but not the responsibi lity, to remove Content which is deemed in their discretion harmful, offensive, or otherwise in violation of this GAA. Such removal may be immediate and without notice. You acknowledge that: (a) GameSpy Arcade permits access to Content that is prote cted by copyrights, trademarks, service marks, patents, rights of publicity, or other proprietary rights owned by GameSpy or third parties (collectively, "Right s"), (b) these Rights are valid and protected in all media existing now or later developed, and (c) except as is explicitly provided otherwise, your use of Cont ent shall be governed by generally applicable copyright and other intellectual p roperty laws. You may make a copy of non-audio and non-video Content for your pe rsonal, non-commercial use only, provided that you keep all copyright or other p roprietary notices intact. State and/or federal laws may prohibit you from makin

g a copy of audio or video content through GameSpy Arcade without the permission of all parties to the conversation or participants in the video. Other than as specified above, you may not modify, copy, reproduce, republish, upload, post, t ransmit, sell, publish, broadcast, create derivative works from, perform, or dis tribute in any way Content available through GameSpy Arcade, including code and software, without express prior written consent. You agree that you may upload or otherwise transmit on or through GameSpy Arcade only Content (including games) that is not subject to any Rights, or Content in which any holder of Rights has given you express authorization for distribution . GameSpy, in its sole discretion, may remove Content that appears to infringe t he intellectual property rights of others, and also may terminate the accounts o f Members who have posted infringing material. Please refer to our Copyright Not ice for more information. Unless specified otherwise in your upload or transmiss ion, by submitting Content to any area of the GameSpy Arcade Web Site you automa tically grant -- or warrant that the owner of such Content has expressly granted -- GameSpy, its successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, trans late, create derivative works from, distribute, perform, display and sublicense such Content (in whole or part) worldwide and/or to incorporate it in other work s in any form, media, or technology now known or later developed for the full te rm of any Rights that may exist in such Content. You also grant GameSpy the righ t to authorize the downloading, printing or broadcasting of such material or any portion thereof, by end users for their personal use. Without limiting the fore going, if you participate in audio or video chat in GameSpy Arcade's chat rooms, you additionally give GameSpy your consent to record, reproduce or download you r conversations or video images you have provided on the site, and to use, copy, modify, adapt, publish, translate, create derivative works from, distribute, pe rform, display and sublicense your audio or video content for promotional purpos es, or if GameSpy believes in good faith that such action is reasonably necessar y to enforce this GAA or its copyright policy, to comply with the law, to comply with legal process, to operate its systems properly, or to protect itself, its Members, or others. 4. END USER LICENSE The Software License Agreement below states the rights you are granted in connec tion with all software provided by GameSpy. By using GameSpy Arcade you reaffirm on an ongoing basis that you agree to be bound by the terms and conditions of t he then-current version of the Software License Agreement. 5. DISCLAIMER OF WARRANTY To the maximum extent allowed by law, GameSpy, its licensors and subcontractors do not warrant any connection to, compatibility with, transmission over, nor res ults or use of, any network connection or facilities provided (or failed to be p rovided) through GameSpy Arcade. From time to time the porting of a particular g ame may not be feasible and GameSpy may remove any such game from its "Coming So on" list without any liability to Member. Member is responsible for assessing it s own computer and transmission network needs, and the results to be obtained th erefrom. YOU EXPRESSLY AGREE THAT USE OF GAMESPY ARCADE, ALL SOFTWARE DISTRIBUTED BY GAME SPY, AND THE INTERNET ARE AT YOUR SOLE RISK. GAMESPY ARCADE AND ALL SOFTWARE DIS TRIBUTED BY GAMESPY AND ANY THIRD PARTY ARE PROVIDED ON AN "AS IS" AND "AS AVAIL ABLE" BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR I MPLIED. YOU ACKNOWLEDGE THAT GAMESPY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PR ODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH GAMESPY ARCADE. GAMESPY IS N OT RESPONSIBLE FOR CONTENT PROVIDED BY THIRD PARTIES, AND ASSUMES NO RESPONSIBIL ITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, CO

MPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT DISTRIBUTED THROUGH GAMESPY ARC ADE. GAMESPY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFER ED THROUGH GAMESPY ARCADE BY ANY THIRD PARTY, WILL NOT BE A PARTY TO OR IN ANY W AY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, AND WILL NOT BEAR ANY RESPONSIBILITY FOR THEIR PRODUCTS, SERVICES, POL ICIES OR ACTIONS. MEMBERS USING ANY SUCH PRODUCTS AND SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS RELATING TO THE USE OF SUCH THIRD PARTY CONTENT , SOFTWARE OR SERVICES AND FAILURE TO ABIDE BY THOSE ADDITIONAL TERMS AND CONDIT IONS MAY RESULT IN TERMINATION OF MEMBERSHIP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GAMESPY EXPRESSLY DISCLAIMS A LL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING W ITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNE SS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE A RISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE GAMESPY S ERVICE, ALL SOFTWARE DISTRIBUTED BY GAMESPY, OR THE INTERNET. GAMESPY MAKES NO WARRANTY THAT GAMESPY ARCADE WILL MEET YOUR REQUIREMENTS, NOR T HAT THE GAMESPY ARCADE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. GAM ESPY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS T HAT MAY BE OBTAINED FROM THE USE OF GAMESPY ARCADE. GAMESPY ASSUMES NO RESPONS IBILITY FOR ANY DAMAGES SUFFERED BY MEMBER, INCLUDING, BUT NOT LIMITED TO, FAILU RE OF A GAME TO BE PORTED TO GAMESPY DESPITE ADVERTISING TO THE CONTRARY, LOSS O F DATA FROM DELAYS, NONDELIVERIES, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES, NETW ORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE N EGLIGENCE OF GAMESPY, ITS LICENSORS AND SUBCONTRACTORS, OR MEMBER'S OWN ERRORS A ND/OR OMISSIONS. GAMESPY MAKES NO WARRANTY WITH RESPECT TO ANY RELATED SOFTWARE OR HARDWARE USED OR PROVIDED BY GAMESPY IN CONNECTION WITH THE SERVICE. ANY PATENT, COPYRIGHT, TR ADEMARK, TRADE SECRET OR WARRANTY INFRINGEMENTS, WHETHER ACTUAL OR ALLEGED, ARE THE DIRECT RESPONSIBILITY OF THE MANUFACTURER OF SAID HARDWARE OR SOFTWARE PRODU CT. GAMESPY ASSUMES NO RESPONSIBILITY FOR ANY ACTIONS OR LIABILITIES ARISING FRO M THE POSSESSION OR USE OF THESE SOFTWARE OR HARDWARE PRODUCTS. GAMESPY MAKES NO WARRANTY THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONEN TS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GAMESPY OR THROUGH GAMESPY ARCADE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CO NDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 6. LIMITATION OF LIABILITY YOU ACKNOWLEDGE THAT GAMESPY SHALL NOT ASSUME OR HAVE ANY LIABILITY FOR ANY ACTI ON BY GAMESPY OR ITS ICPs OR OTHER LICENSORS WITH RESPECT TO CONDUCT, COMMUNICAT ION OR CONTENT ON GAMESPY ARCADE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL GA MESPY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL D AMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSS OF BUSINESS, LOST PROFITS , BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LO SS, EVEN IF GAMESPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONN ECTION WITH GAMESPY ARCADE OR WITH ANY OTHER PRODUCT OR SERVICE PROVIDED BY GAME SPY, OR RESULTING FROM THE USE OR THE INABILITY TO USE GAMESPY ARCADE, OR FROM A NY GOODS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTION ENTERED INTO THROUGH O R FROM GAMESPY ARCADE, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRAN SMISSIONS, DATA, OR ACCOUNT.

YOU SPECIFICALLY AGREE THAT GAMESPY IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYON E ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR SPEECH OF ANY OTHER PARTY OR ANY INFRINGEMENT OR VIOLATION OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVA CY. GAMESPY'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO USE OF GAME SPY ARCADE AND ALL SOFTWARE DISTRIBUTED BY GAMESPY SHALL BE THE REPLACEMENT OF A NY SOFTWARE DEVELOPED BY OR FOR GAMESPY WHICH IS FOUND TO BE DEFECTIVE, USING ME DIA CHOSEN BY GAMESPY. GAMESPY'S LIABILITY TO YOU FOR BREACH OF THIS AGREEMENT I S LIMITED SOLELY TO $15. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DA MAGES; IN SUCH STATES GAMESPY'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMI TTED BY LAW. 7. INDEMNIFICATION You agree to defend, indemnify and hold harmless GameSpy, its parents, subsidiar ies, affiliated companies, officers, employees, licensees, distributors and ICPs from all losses, liabilities, claims, demands, damages or expenses, including r easonable attorney's fees, (i) arising from breach of this GAA by use of, or in connection with, the transmission by or through your Member Account of any Conte nt on the Web Site or GameSpy Arcade, or (ii) asserted by any third party due to or arising from or in connection with your use of or conduct on GameSpy Arcade. GameSpy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder , which shall not excuse your indemnity obligations. 8. TERMINATION Either you or GameSpy may terminate your account with GameSpy Arcade at any time with or without cause. Your only right with respect to any dissatisfaction with any (i) GAA term, or policy or practice of GameSpy in operating GameSpy Arcade, or (ii) Content available through GameSpy Arcade or change therein. Your notice of termination will be effective upon receipt by GameSpy, or upon receipt of co nfirmation if confirmation is requested. 9. IMPERMISSIBLE CONDUCT You may not engage in conduct or communication while using GameSpy Arcade which is unlawful or which restricts or inhibits any other user from using or enjoying GameSpy Arcade. You agree to use GameSpy Arcade only for lawful purposes. You a gree to abide by all applicable local, state, national and international laws an d regulations. Any conduct by you that in GameSpy's sole discretion restricts or inhibits any other Member, person or entity from using or enjoying GameSpy Arca de or another service will not be permitted and shall entitle GameSpy to immedia tely terminate your membership without notice. GameSpy reserves the right to terminate your membership if it determines in its sole discretion that you have engaged in any impermissible conduct. GameSpy rese rves the right to exercise whatever means it deems necessary to prevent unauthor ized access to our service, including, but not limited to, technological barrier s, IP mapping, and direct contact with your Internet Service Provider (ISP). Set forth below by way of example, and not as a limitation, are some common exam ples of impermissible conduct, which may result in termination of your membershi p. This list is not exhaustive. GameSpy reserves the right, but does not assume the responsibility, to restrict conduct which GameSpy deems in its discretion to be harmful to individual Members, damaging to the communities which use GameSpy Arcade, or in violation of GameSpy's or any third party's rights. You acknowled ge that audio, video and text communications over the Web Site and GameSpy Arcad e often occur in real-time, or may be posted on one of the Web Site or GameSpy A

rcade's message boards or libraries, and GameSpy cannot, and does not intend to, review, screen or edit communications. You may not post material or use the Web Site and/or GameSpy Arcade to: (1) harass, threaten, embarrass or cause distress, unwanted attention or discomf ort upon another user of GameSpy Arcade or other person or entity, (2) post, bro adcast or transmit sexually explicit images or other content which is deemed by GameSpy to be offensive or harmful to minors, (3) post, broadcast or transmit an y unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscen e, hateful, or otherwise objectionable Content, including but not limited to mat erial based on a person's race, national origin, ethnicity, religion, gender, se xual orientation, disablement or other such affiliation, even if masked by symbo ls or other characters, (4) cause the screen to "scroll" faster than other users are able to type to it, including but not limited to entering a set of random c haracters, repeatedly entering a carriage return or taking any action with a sim ilar disruptive effect, (5) impersonate any person or the voice of any person, i ncluding but not limited to, an GameSpy official or employee, an ICP or ICP offi cial or employee, or a moderator, forum leader, guide or host, or communicate un der a false name or identity or a name that you are not entitled or authorized t o use, in any form of online communication, including, but not limited to, Membe r names, Member profiles, audio, video, images, text or graphic chat and message postings, (6) disrupt the normal flow of dialogue, transmissions, or interactio ns in a chat room or otherwise act in a manner that negatively affects other use rs, individuals or entities, including but not limited to repeatedly interruptin g conversations between Members, acting in such a way as to antagonize, harass o r create hostility in a chat room or lobby, or making commercial postings, solic itations or advertisements, (7) post or transmit chain letters, pyramid schemes, junk mail, spam or any duplicative or unsolicited messages (commercial or other wise), (8) post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other Members, individuals or entities, except in those areas that are designated for such a purpose, (9) violate any operatin g rule, regulation, procedure, policy or guideline of any other interactive serv ice, or interfere with or disrupt networks connected to GameSpy Arcade, (10) int entionally or unintentionally violate any applicable local, state, national or i nternational law or regulation, (11) modify any files which GameSpy does not spe cifically authorize you to modify, (12) modify or deface any GameSpy Arcade web pages, (13) knowingly distribute a virus, worm, Trojan horse, time bomb, cancelb ot, or other destructive program, (14) knowingly distribute software or content in violation of any license agreement, (15) violate any U.S. law regarding the t ransmission of technical data or software exported from the United States, (16) harvest or otherwise collect information about others, including e-mail addresse s, without their consent, (17) transmit, post, broadcast, publicly display, perf orm, copy, distribute, download, alter, make a derivative work from, or use any material that may infringe the intellectual property rights or other rights of t hird parties, including trademark, copyright, trade secret, patent, right of pub licity, or right of privacy, without the express permission of the Rights holder , (18) attempt to gain unauthorized access to GameSpy Arcade, other member accou nts, computer systems or networks connected to GameSpy Arcade, through password mining or any other means, or (19) use the HTML capabilities of your profile to negatively affect another member's experience. If you witness any conduct that violates GameSpy's terms of conduct, GameSpy enc ourages you to contact GameSpy Customer Service through any means described on t he Web Site. If you believe that your copyright in any material has been infring ed on the GameSpy Arcade site, please notify our Agent for Notice of copyright c omplaints. GameSpy will handle information you provide in its sole discretion, a nd does not guarantee any action based on such information. Please direct any notices of claimed copyright infringement to our Agent for Not ice of copyright complaints at the address or telephone number below:

Designated Agent Darren L. Tabor Director of Operations GameSpy Industries 18002 Sky Park Circle Irvine, California 92614-6429 Phone: (949) 798-4200 Fax: (949) 798-4299 darren@gamespy.com 10. USE OF PERSONAL PUBLISHING TOOLS GameSpy may provide Members with personal publishing tools to enable Members to create personal home pages or other Content. Use of such publishing tools will b e subject to this GAA. GameSpy reserves the right to require the removal of link s or other content on or through Members' home pages or personal Internet sites if providing such content or links causes undue load or other problems on GameSp y Arcade, or constitutes impermissible member conduct. 11. ENTIRE AGREEMENT; MODIFICATION OF GAA This Agreement and the Software License Agreement comprise the entire agreement between GameSpy and you, and supersede any prior agreements between you and Game Spy with respect to the subject matter hereof or thereof. However, you are subje ct to any additional terms and conditions of which you are notified and/or which may apply when using third-party content, software or services. GameSpy reserve s the right, at its discretion, to revise this GAA at any time, and such revisio n shall be effective immediately upon the posting of the revised GAA at the Web Site on www.gamespyarcade.com. You agree to review the GAA periodically to becom e aware of such revisions. If any such revision is unacceptable to you, you may terminate your membership as provided in Section 8. Your continued use of GameSp y Arcade following posting of the revised GAA on the Web Site shall be conclusiv ely deemed to be acceptance of all such revisions. 12. GENERAL PROVISIONS You may not use, copy, modify, sublicense, rent, sell, assign or transfer the li cense granted pursuant to this GAA, or GameSpy Arcade, except as expressly provi ded in this GAA. Any assignment in violation of this GAA is void. If any provision of this GAA is held to be unenforceable or contrary to law for any reason, such provision shall be reformed only to the extent necessary to mak e it enforceable, and such decision shall not affect the enforceability (i) of s uch provision under other circumstances, or (ii) of the remaining provisions her eof under all circumstances. The paragraph headings contained in this GAA are for the purposes of convenience only and are not intended to define or limit the contents of said paragraphs, a nd have no legal or contractual significance. GameSpy and you are independent contractors under this GAA. GameSpy's failure to enforce at any time any of the provisions of this GAA shall in no way be constr ued to be a present or future waiver of such provisions, nor in any way affect t he right of any party to enforce each and every such provision thereafter. The e xpress waiver by GameSpy of any provision, condition or requirement of this GAA shall not constitute a waiver of any future obligation to comply with such provi sion, condition or requirement. Notwithstanding anything else in this GAA, no de fault, delay or failure to perform on the part of GameSpy shall be considered a breach of this GAA if such default, delay or failure to perform is shown to be d ue to causes beyond the reasonable control of GameSpy. This GAA is governed by and construed in accordance with the laws of the state o

f California and the United States of America, excluding their conflict of law p rovisions. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. You and GameSpy agree to submit to the exclusive jurisdiction of the courts located in the county of Orange or Santa Clara in the state of California or the Federa l Courts of the Central District of California, Southern Division or Northern Di strict of California. If any litigation or proceeding is brought by either party against the other in connection with this Agreement, the prevailing party in su ch litigation or other proceeding shall be entitled to recover from the other pa rty all costs, attorneys' fees and other expenses incurred by such prevailing pa rty. You and GameSpy agree that any cause of action arising out of or related to your use of the Web Site or GameSpy Arcade must commence within one (1) year after the cause of action arose, notwithstanding any statute to the contrary; ot herwise such cause of action is permanently barred. You acknowledge that you have read this GAA, understand it, and agree to be boun d by its terms and conditions. This GAA and the Software License Agreement below represent the complete and exclusive statement of the agreements concerning Gam eSpy Arcade between you and GameSpy and supersede all prior agreements between t he parties regarding the Web Site and GameSpy Arcade. GameSpy 1998-2002 GameSpy Industries, Inc. All rights reserved. GameSpy , and the GameSpy stylized logo are registered trademarks of GameSpy Indus tries. GameSpy is also a servicemark and tradestyle of GameSpy Industries. All o ther marks that appear throughout the Services belong to GameSpy Industries or t heir respective owners, and are protected by U.S. and international copyright an d trademark laws. Any use of any of the marks appearing throughout the Services without the express written consent of GameSpy Industries or the owner of the ma rk, as appropriate, is strictly prohibited. Software License Agreement ("SLA") 1. IMPORTANT. Read carefully before installing or using this software. You must ACCEPT the ter ms of the SLA, and the GameSpy Arcade Agreement ("GAA") above, in order to downl oad the software and/or connect to the GameSpy Arcade game service ("GameSpy Arc ade"). 2. ACCEPTANCE. BY PLACING OR COPYING THE PROGRAM ONTO YOUR COMPUTER HARD DRIVE, COMPUTER RAM OR OTHER STORAGE OR BY INSTALLING AND/OR USING THE ACCOMPANYING GAMESPY ARCADE SOF TWARE OWNED BY, LICENSED TO, OR DISTRIBUTED BY GAMESPY ("GAMESPY"), AND ANY UPDA TES THEREOF (COLLECTIVELY, SUCH SOFTWARE AND UPDATES SHALL BE REFERRED TO AS THE "SOFTWARE"), YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS STATED BE LOW. You must be at least 13 to accept this SLA. Minors may access GameSpy Arcad e only by having their parent or legal guardian register for them and open an ac count that the parent or legal guardian authorizes the minor to use. GameSpy may require that the registrant provide sufficient information to indicate that the registrant is an adult. If you do not agree to be bound by the terms of this SL A, you may not use the Software, and, unless you received the Software bundled w ith third party products on a single non-erasable CD or other medium, you must p romptly return the unused Software and any accompanying materials, together with your proof of purchase, to the person or entity from whom you obtained the Soft ware if you obtained the Software on media, or delete your copy of the Software if you received it electronically. 3. LICENSE. GameSpy or the third party owners of the software which GameSpy is distributing

grants you (an entity or person), subject to the terms and conditions set forth in this SLA or for the third party software which GameSpy is distributing the te rms and conditions of their EULA and SLA which can be found at the links at the end of this section or at times on a pop-up screen upon the download of the Soft ware, a non-exclusive, non-transferable license to install the Software and use the Software, including the program code and other files which make the Software compatible for play on GameSpy Arcade, and the written materials accompanying t he Software relating to the use of the Software on GameSpy Arcade (collectively, the Software and accompanying written materials shall be referred to as the "Ga meSpy Technology"). Subject to the terms and conditions of this SLA, the Softwar e may be installed and used on one or more computers, but only for the limited p urpose of using GameSpy Arcade or, with respect to the written materials only, f or the limited purpose of deciding whether to use GameSpy Arcade. Yes Mail Soft ware: www.yesmail.com. 4. COPYRIGHT / OWNERSHIP. GameSpy and/or GameSpy's licensors shall retain all right, title and interest, i ncluding all intellectual property rights, in and to the Software. You acknowled ge that the GameSpy Technology is protected by United States copyright laws and international treaty provisions and agree not to remove any copyright or other p roprietary or product identification notices contained thereon. You agree that y ou are receiving a copy of the Software, including the GameSpy Images, and the G ameSpy Technology by license only and not by sale and that the "first sale" doct rine of 17 U.S.C. 109 does not apply to your receipt or use of the Software, the GameSpy Technology or any GameSpy Images. You acknowledge and agree that the Gam eSpy Technology may have been developed by and may include software licensed by third party licensors named in the copyright notice(s) included with the Softwar e, who shall be authorized to hold you responsible for any copyright infringemen t or violation of this SLA. 5. RESTRICTIONS. You may not sublicense, rent or lease the GameSpy Technology. You may not transl ate, reverse engineer, reverse compile, reduce to human perceivable form, or dis assemble the GameSpy Technology. You may not copy or modify the GameSpy Technolo gy or the written documentation except as necessary to execute the Software. The Software may be installed on a noncommercial basis from the copy of the Softwar e that you have been licensed, on additional computers by and for the use of end users who have read and who agree to be bound by the terms of this SLA, but onl y if (i) the copy of the Software that you have been licensed is not bundled wit h separately licensed products on a single medium, and (ii) such installation do es not violate the terms of other applicable end user agreements or the intellec tual property rights of third parties. You may not transmit the Software over a network. 6. SHAREWARE DISTRIBUTION. Provided that you comply with the all the terms and conditions of this SLA, the above GAA and if you a Vender approved by the Association of Shareware Professio nals you are hereby licensed to make unlimited copies and/or distribute via elec tronic means the Shareware Version of the Software. The Shareware Version of th e Software is defined as a version, which is produced by GameSpy for the purpose of distribution by approved Venders of a non-full function mode version of the Software. However, you are prohibited from altering either the Shareware version of the Software or accompanying documentation. You are specifically prohibited from charging, or requesting donations, for any copies of the Software distribu ted. You are specifically prohibited from distributing the Software and/or docu mentation with other products, except that disk vendors approved by the Associat ion of Shareware Professionals are permitted to redistribute the Software, subje ct to the conditions in this SLA and the above GAA, without prior written permis sion. Any and all other distribution of the Software, GameSpy Technology and Sha reware Version that is not expressly granted is prohibited.

7. TERMINATION. This SLA is effective from the date you receive the Software and remains in forc e until terminated. You may terminate the license pursuant to this SLA at any ti me by destroying all tangible embodiments or copies of the GameSpy Technology in your possession, including all backup copies and all related materials. Your li cense rights hereunder will automatically terminate without notice if you fail t o comply with any provision herein. Upon termination, you must destroy all tangi ble embodiments or copies of the GameSpy Technology in your possession. 8. EXPORT LAW. This SLA is expressly subject to any laws, regulations, orders or other restrict ions on the export from the United States of America of the GameSpy Technology o r of information about the GameSpy Technology that may be imposed from time to t ime by the government of the United States of America. Notwithstanding anything contained in this SLA to the contrary, you may not export or reexport, directly or indirectly, any GameSpy Technology or information pertaining thereto to any c ountry for which an export license or other governmental approval is required at the time of export or reexport without first obtaining such license or approval . 9. FURTHER ACKNOWLEDGMENTS. You understand and acknowledge that: (i) in order to utilize many features of the GameSpy Technology, you will need t o enter into an additional agreement in connection with GameSpy Arcade, and/or a cquire additional game software, contract for Internet connections with your ISP and arrange for telephone services; and (ii) GameSpy may, in its discretion or as required by its agreements with game s uppliers, cease to support such games on GameSpy Arcade. Support that GameSpy ma y cease to provide may include server access, Web site support and the provision of enabling software. 10. DISCLAIMER OF WARRANTIES. GAMESPY AND ITS LICENSORS DISCLAIM ALL WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PA RTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH R ESPECT TO THE GAMESPY TECHNOLOGY OR GAMESPY. IN PARTICULAR, GAMESPY DOES NOT WAR RANT THAT USE OF THE GAMESPY TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT YOU WILL HAVE UNINTERRUPTED, ERROR-FREE OR CONTINUED ACCESS TO GAMESPY. 11. LIMITATION OF LIABILITY. IN NO EVENT IS GAMESPY OR ITS LICENSOR(S) LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTI AL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS ) ARISING OUT OF THE USE OR INABILITY TO USE THE GAMESPY TECHNOLOGY OR GAMESPY E VEN IF GAMESPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12. INDEMNIFICATION. You agree to defend, indemnify and hold harmless GameSpy, its parents, subsidiar ies, affiliated companies, officers, employees, licensees, distributors and ICPs from all losses, liabilities, claims, demands, damages or expenses, including r easonable attorney's fees and expenses associated with any claims, action or pro ceeding brought against GameSpy its parents, subsidiaries, affiliated companies, officers, employees, licensees, distributors and ICPs that may arise from your breach of this SLA and permit GameSpy to control, in a manner not adverse to you , the defense, settlement, adjustment or compromise of any such claim using coun

sel selected by GameSpy. 13. SPECIFIC PERFORMANCE. Without limiting the rights of each party hereto to pursue all other legal and e quitable rights available to such party for the other party's failure to perform its obligations under this SLA, you acknowledge and agree that the remedy at la w for any failure to perform your obligations hereunder or for your breach of th e terms of this SLA may be inadequate and you further agree that GameSpy shall b e entitled to seek specific performance, injunctive relief or other equitable re medies in the event of any such failure or breach. The prevailing party in any a ction or proceeding to enforce or interpret this SLA is entitled to recover reas onable attorneys fees and disbursements. 14. U.S. GOVERNMENT RESTRICTED RIGHTS. To the extent applicable, the United States Government shall only have those rig hts to use the Software, the Materials and GameSpy Images as expressly stated an d expressly limited and restricted in this Agreement, as provided in 48. C.F.R. 2 27.7202-1 through 227.7204. The Software and all accompanying written materials are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Go vernment is subject to restrictions as set forth in Restricted Rights in Technic al Data and Computer Clause at FAR 52.227-7013(c)(1)(ii) or FAR 52.227-19. Contr actor/manufacturer is GameSpy, 18002 Sky Park Circle, Irvine, California, 92614. 15. GENERAL. You may not use, copy, modify, sublicense, rent, sell, offer on a pay per play b asis, assign or transfer the license granted pursuant to this SLA, or the GameSp y Technology, except as expressly provided in this SLA. Any assignment in violat ion of this SLA is void. If any provision of this SLA is held to be unenforceabl e for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability; ( i) of such provision under other circumstances, or (ii) of the remaining provisi ons hereof under all circumstances. The paragraph headings contained in this SLA are for the purposes of convenience only and are not intended to define or limi t the contents of said paragraphs. The SLA and the GAA are integrated agreements and the general provisions apply to both. GameSpy and you are independent contr actors under this SLA. GameSpy's failure to enforce at any time any of the provi sions of this SLA shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by GameSpy of any provi sion, condition or requirement of this SLA shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Notwi thstanding anything else in this SLA, no default, delay or failure to perform on the part of GameSpy shall be considered a breach of this SLA if such default, d elay or failure to perform is shown to be due to causes beyond the reasonable co ntrol of GameSpy. 010414jp