" &pre=1;&pos=10;&style=Bw17;PlayOnline™ Member Agreement&style; &pos=10;&style=Bw17;Background on this Agreement&style; PlayOnline is an online, membership-based entertainment service provided by Square Enix Ltd., a company incorporated in England and Wales (Company No. 3679704) with its registered office at Walmar House, 296 Regent Street, London W1B 3AW ("SEL" or "us" or "we"). SEL is registered with VAT number GB 735505145. PlayOnline is designed to provide members with access to and use of various online services, including without limitation online games, as its main feature. IMPORTANT - This PlayOnline Member Agreement is a binding legal agreement between SEL and you ("you"), and sets forth the terms and conditions that govern your use of the PlayOnline Service (as defined below). By using the PlayOnline Service, you agree to be bound by this Member Agreement and to follow these terms and conditions and all applicable laws and regulations governing your use of the PlayOnline Service. If at any time you do not agree to be bound by these terms and conditions, you must immediately end your use of the PlayOnline Service. &pos=10;&style=Bw17;Article 1: Definitions&style; &pos=7;1.1&pos=37;"Agreement" means this PlayOnline Member Agreement (as amended as set out below), which must be accepted by each User (or by a parent or legal guardian on behalf of those Users between the ages of 13 and 17) prior to any use of PlayOnline or anyservices offered in connection therewith. &pos=7;1.2&pos=37;"Documentation" means those user manuals, specifications documents and other instructional materials, as may be amended from time to time, related to PlayOnline (whether written or electronic) that are provided by SEL or otherwise made available to Users. &pos=7;1.3&pos=37;"Hardware" means the computer or the video game equipment on which the Software is installed and used. &pos=7;1.4&pos=37;"Fee-Based Service" means any online games or other products or services of the PlayOnline Service for which payment of a fee is required for use. &pos=7;1.5&pos=37;"PlayOnline" or "PlayOnline Service" means the PlayOnline online entertainment service offered by SEL, and includes the various services incorporated therein or offered in connection therewith (including, but not limited to, online video games). &pos=7;1.6&pos=37;"Privacy Policy" means SEL's current PlayOnline Service Privacy Policy, which may be accessed on the Website and within the PlayOnline Service at any time. &pos=7;1.7&pos=37;"Prohibited Activities" has the meaning ascribed to it in Section 4.4 below. &pos=7;1.8&pos=37;"Rules" means any rules or other instructions applicable to the PlayOnline Service (or any aspect thereof) that may be posted on the Website and within the PlayOnline Service from time to time for Users to access and review. &pos=7;1.9&pos=37;"Software" means, collectively, all computer programs made available to Users for use with the PlayOnline Service as embodied on any one or more discs or other media provided to a User, or as incorporated into any one or more electronic files provided to a User. &pos=4;1.10&pos=37;"Subscription Fee" means the fee that applies to your use of any Fee-Based Service. The Subscription Fee will be charged each month to your credit card, or to you by any other payment method approved by SEL in accordance with the terms of this Agreement. &pos=4;1.11&pos=37;"Users" means users of the PlayOnline Service; provided that any User between the ages of 13 and 17 must have the express authorization of a parent or legal guardian, such authorization shall be evidenced by execution of this Agreement by such parent or legal guardian. Children under the age of 13 are not permitted to use any PlayOnline Service. &pos=4;1.12&pos=37;"Website" means the SEL website for the PlayOnline Service directed at: http://www.playonline.com. &pos=10;&style=Bw17;Article 2: Application of this Agreement&style; &pos=7;2.1&pos=37;Scope of the Agreement. Your use of PlayOnline is governed by (i) this Agreement, (ii) any and all game specific software license agreements and user agreements that you may be required to accept as a part of the PlayOnline registration and/or installation process or prior to the use thereof, (iii) any and all service specific user agreements that you may be required to accept upon your subscription to or other participation in the relevant services, (iv) the Privacy Policy, and (v) any and all Rules, each of which you hereby agree to comply with. Whilst you agree to comply with (iv) the Privacy Policy and (v) the Rules, you have no right to enforce them against SEL. &pos=7;2.2&pos=37;Amendments to this Agreement. SEL may change the terms of this Agreement, the Privacy Policy and the Rules and the scope of the PlayOnline Service in whole or in part, at any time, with or without giving notice directly to you. Such changes will be posted within the PlayOnline Service and on the Website, and this posting will constitute notice to you. The current terms of the PlayOnline Member Agreement, the Privacy Policy and the Rules can always be found on the Website, and you agree to review these terms from time to time and each time you play, and in any event promptly upon notice of any changes, whether such notice is delivered to you directly or simply posted. If at any time the current terms are not acceptable to you, you must stop your use of the PlayOnline Service. Your continued use of PlayOnline after SEL posts any change(s) to the terms or to the scope of the PlayOnline Service shall constitute your agreement to and acceptance of all of the changes. &pos=10;&style=Bw17;Article 3: Term, Termination, and Suspension&style; &pos=7;3.1&pos=37;Term. This Agreement will commence when you indicate your acceptance of its terms and conditions and proceed to complete the registration process and will continue in effect until terminated in accordance with this Article 3; provided, however, that this Agreement will also resume, take effect and continue in force immediately upon reactivation of your PlayOnline user account by us after any termination of such account. &pos=7;3.2&pos=37;Termination. &pos=7;(a)&pos=37;Your PlayOnline user account and any rights you may have under this Agreement (as well as those rights you may have under any other agreement related to your use of PlayOnline) will immediately and automatically terminate upon your breach of any provision of this Agreement, including (without limitation) your violation of any Rule. &pos=7;(b)&pos=37;You may terminate this Agreement at any time by canceling your PlayOnline user account and by ceasing all use of PlayOnline and all related services. This does not affect your statutory cancellation right, if any. If your PlayOnline user account is terminated by SEL for any reason, you will not be able to reactivate the terminated user account again. &pos=7;(c)&pos=37;SEL reserves the right to terminate this Agreement and/or PlayOnline Service in whole or in part for any reason with notice. &pos=7;3.3&pos=37;No Use of PlayOnline by Children. Without prejudicing any of its other rights or remedies under this Agreement (including, without limitation, the terms of this Article 3), SEL shall be entitled to terminate the user account of any User who is determined or believed to be under the age of 13, or who is determined or believed to be permitting children under the age of 13 to access and use the PlayOnline Service without notice to that User. &pos=7;3.4&pos=37;Suspension. PlayOnline Service may be temporary suspended in whole or in part without notice due to routine maintenance, emergency repairs, fire, flood, explosion, war, strike, embargo, governmental action or failure to act, the act of any civil or military authority, act of God, or by any other causes beyond SEL's controlwhether or not similar to the foregoing, or any other reasons that SEL determines in its sole discretion that temporary suspension is deemed necessary. &pos=10;&style=Bw17;Article 4: Ownership, Rights, and Restrictions&style; &pos=7;4.1&pos=37;Ownership and Rights. SEL (and, to the extent applicable, its licensors) owns and shall retain all right, title and interest in and to the PlayOnline Service, the Software and all Documentation, and will be the sole owner of any and all data you generate through your use of the PlayOnline Service, and you receive only limited rights to access and use PlayOnline Service, the Software and all Documentation, as set forth in any applicable license agreement. SEL shall reserve its rights in its sole discretion to delete, alter, or transfer any and all data at any time without notice to User. Further, SEL shall have the right to assign and/or delegate in its sole discretion its rights and obligations under this Agreement in whole or in part to third party at any time without notice to Users. PLAYONLINE, THE SOFTWARE AND THE DOCUMENTATION ARE PROTECTED BY UNITED KINGDOM AND FOREIGN COPYRIGHT AND TRADEMARK LAWS, AND INTERNATIONAL TREATIES, AND ARE THE SUBJECT OF TRADE SECRETS. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. &pos=7;4.2&pos=37;Restrictions. To the maximum extent permitted by law, you may not: (a) modify, reverse engineer, decompile, or disassemble the Software; (b) rent, lease, loan, sell, sublicense, distribute, transmit or otherwise transfer the Software, your User or other account-related information (including, but not limited to, your User ID or password information) to any third party; (c) make any copy of or otherwise reproduce the Software; or, (d) use the Software or your PlayOnline user account to provide service bureau or time-sharing services, or for any other commercial purpose. The PlayOnline Service and the ability to access PlayOnline are for the personal use of Users only and may not be copied, resold, leased, transferred, exchanged or bartered. "PLAYONLINE™" is a trademark used by SEL under license and may not be reproduced, altered orused in any way without the prior written consent of SEL. &pos=7;4.3&pos=37;Restricted Material. As used in this Agreement, "Restricted Material" means, collectively: (a) any copyrighted material, unless you have first obtained the copyright owner's express written permission to use that material; (b) any material that defames, abuses, or threatens others, or violates the privacy, intellectual property, or other proprietary rights of any third party; (c) any material that violates any applicable law or regulation, or that promotes illegal activity; (d) any material that contains obscenity or images or content that exploit children under 18 years of age; (e) any statements or images that are bigoted, hateful, or racially offensive; or (f) any material published for commercial purposes, including, without limitation, any offering of products or services for sale, any solicitation of advertisers or sponsors, or any display of sponsorship information. &pos=7;4.4&pos=37;Revocation of User Rights. SEL shall reserve the right in its sole discretion to revoke or suspend your PlayOnline user account and your ability to use PlayOnline at any time without prior notice to you, particularly but not limited to if SEL should determine (in its sole discretion) or should reasonably believe that you are responsible for, or have participated in, any of the following activities (collectively, "Prohibited Activities"): &pos=7;(a)&pos=37;Providing any false name, address or other registration information to SEL; &pos=7;(b)&pos=37;Interfering with or obstructing the operation of the PlayOnline Service or Website; &pos=7;(c)&pos=37;Taking any action that has the effect of tarnishing or otherwise damaging the reputation or credibility of SEL or any of its business partners; &pos=7;(d)&pos=37;Making available or otherwise using PlayOnline to transmit any Restricted Material; &pos=7;(e)&pos=37;Offering for sale, selling, or otherwise seeking monetary compensation for (1) any Software characters (or "avatars"), (2) any names, abilities, character features or other items available within a game or obtained as a result of game play or through PlayOnline Service, (3) any points acquired as a result of using the Software or playing any online games in PlayOnline, or (4) access to any PlayOnline user account; &pos=7;(f)&pos=37;Harassing, tormenting, intimidating, abusing, threatening, pestering, obstructing, taking advantage of, or any way hurting or damaging other Users or any third parties or their properties utilizing the PlayOnline Service; &pos=7;(g)&pos=37;Committing, attempting to commit, or soliciting or attempting to solicit others to commit, any illegal, criminal, immoral or other such inappropriate or any unwelcome acts; &pos=7;(h)&pos=37;Impersonating or attempting to impersonate any employee of SEL or any SEL partner or affiliate, any other user of the Game or the PlayOnline Service, or any other person; or &pos=7;(i)&pos=37;Use of any cheat codes or cheat devices; or &pos=7;(j)&pos=37;Violating any Rule. In addition, SEL shall be entitled to terminate the account (immediately and without notice) of any User who was previously suspended or terminated by SEL and who re-registers using different information. You agree to indemnify and hold SEL harmless from and against any losses or damages sustained by SEL as a result of your engaging in any Prohibited Activities, and you further agree to reimburse SEL for any and all expenses incurred by SEL in remedying the effects of such action. &pos=10;&style=Bw17;Article 5: User Responsibilities&style; &pos=7;5.1&pos=37;Payment Method Information and Information Required for Authorization. As part of your PlayOnline registration process, you will be required to provide an approved payment method, which may be a valid credit card in your name or any other valid payment method that has been approved by SEL. Use of certain basic services in the PlayOnline Service are provided free of charge; however, you acknowledge and understand that a valid payment method must always be maintained with SEL in order to access the PlayOnline Service. In addition, you acknowledge and agree that the payment method you register may be used for age verification purposes (where applicable). Users between the ages of 13 and 17 must have this Agreement executed by a parent or legal guardian. Should you decide to subscribe to any Fee-Based Service, your approved method of payment will be used for payment of any and all applicable fees, which will be charged to you in accordance with the terms of this agreement or other applicable agreements for use of such Fee-Based Service. A parent or legal guardian must also execute such other applicable agreement on behalf of any User between the ages of 13 and 17; thereafter, fees will apply and you will be charged to the payment method you have chosen. &pos=7;5.2&pos=37;Subscription Fee. Your access to and use of the Fee-Based Services are contingent upon your timely and complete payment of the applicable Subscription Fee in accordance with this Article 5.2. You acknowledge and understand that your approved payment method will automatically be charged for the Subscription Fee on a monthly basis, at the beginning of each month, and that SEL will not send you any bills or invoices, but will simply apply the monthly Subscription Fee to the approved method of payment that is registered. Any applicable Subscription Fee for use of Fee-Based Services will be charged to you in advance, and any additional Subscription Fee amounts, such as for the creation of additional game characters, will be charged to you in the first monthly charge after you incur such additional amounts. &pos=7;(a)&pos=37;Payment of Fee. The Subscription Fee and any additional Subscription Fee amounts will be due and payable at the beginning of each month, and will automatically be charged to the approved payment method that you provided when you registered for the PlayOnline Service. If at any time your payment method should cease to be valid, or should otherwise reject charges, your access to and use of the PlayOnline Services as a whole will be suspended immediately, and you will be required to provide a valid credit card in your name, or other approved payment method, in order to reactivate your account. Before reactivation of your account, all delinquent Subscription Fees will be charged to the valid payment method newly registered. You may incur fees (in addition to the Subscription Fee) for any such reactivation of your account, and you acknowledge and understand that such fees will be charged without further notice to you. &pos=7;(b)&pos=37;Authorization of Monthly Payment. You hereby authorize SEL and its designated agents to charge any Subscription Fees to your approved payment method at the beginning of each month during the term of this Agreement, and you agree to timely pay all amounts so charged. You understand and agree that all payments to SEL hereunder will be nonrefundable, even if you decide to terminate your access to and use of the Fee-Based Services in the middle of any month or other period for which you have already paid for such access and use. &pos=7;(c)&pos=37;Late Fees and SEL Rights. In the event that you are late in paying any Subscription Fee due hereunder, or refuse to pay any credit card or other applicable bill containing a Subscription Fee charge (such that SEL incurs fees, penalties, or other expenses as a result thereof), SEL shall be entitled to charge you a late fee at the annual rate maximum allowed by applicable laws, of all amounts due and owing, charged on a monthly basis for so long as you remain delinquent in your payment obligations. SEL shall further be entitled to pass through to you, for prompt payment by you, any and all fees, penalties, or other expenses charged to SEL by any credit card company, bank, collection agency, or any other company or institution as a result of your failure to timely pay all amounts due under this Agreement, together with a 10% administrative fee. &pos=7;(d)&pos=37;Fee Changes. You acknowledge and agree that SEL may change the amount of the Subscription Fee at any time; provided, however, that such change will be announced by SEL prior to its effective date by way of a posting to the Website and/or any other method chosen by SEL. If you do not terminate your access to and use of the Fee-Based Services by the first calendar day of the month in which any pricing change takes place, you will be deemed to have agreed to the new pricing, and the Subscription Fee will continue to be automatically charged and due and payable as set forth herein. &pos=7;5.3&pos=37;Service Access. You are solely responsible for obtaining and maintaining, at your own expense, all input/output devices or equipment (such as modems, terminal equipment, hardware and software) and communications services (including, without limitation, long distance or local telephone services or other Internet access) necessary to access the PlayOnline Service, and for ensuring such equipment and services are compatible with all requirements of the PlayOnline Service. &pos=7;5.4&pos=37;Account Management. You are responsible for all use of your PlayOnline user account and for the security of your User information (including, without limitation, your password). Unless you are a parent or legal guardian responsible for use of PlayOnline by a child between the ages of 13 and 17 (in which case you have the limited right and ability to permit use of your PlayOnline user account only by your child or children and only if they are between the ages of 13 and 17), you shall not transfer or permit any other person to use your PlayOnline user account, and you are solely responsible for maintaining the confidentiality of all of your User and account information. You will be responsible for any and all damage (whether to SEL, other Users, or any third party) that may result from use of your User ID and password by others. You agree promptly to notify SEL immediately if you lose or forget your User ID or password, or if you believe that others are making use of your PlayOnline user account. &pos=7;5.5&pos=37;Personal Information Management. You understand that your use of the PlayOnline Service will require that you disclose to SEL certain personal and personally identifiable information, and you acknowledge that you have read and agree to all of the terms of the Privacy Policy, which discusses our information gathering and dissemination practices. You agree to comply with the Privacy Policy. &pos=7;5.6&pos=37;Online Conduct. You, and not SEL, are responsible for your conduct at all times during your use of the PlayOnline Service. SEL makes no guarantee of the accuracy, correctness, or completeness of any material transmitted or otherwise provided to you during your use of PlayOnline (including, but not limited to, your use of any Fee-Based Services). Without limiting the foregoing, SEL will not be responsible for (a) any errors or omissions arising from your use of the Software or your access to or use of PlayOnline; (b) any losses or damages (including without limitation any lost data, opportunity, profits or revenue) arising from your use of the PlayOnline Service, the Software or any materials or services provided by SEL or by any third party; (c) any inappropriate, threatening or abusive conduct, harassment, use of foul, obscene or otherwise inappropriate language by other Users or any third parties; or (d) the transmission of obscene, indecent, hateful, racially, ethnically or otherwise offensive material by any other User or any third parties. &pos=7;5.7&pos=37;Your Liability to SEL. You acknowledge that, should you breach any provision of this Agreement, SEL, its licensors or business partners may suffer loss and damage (which may or may not arise from third party claims as a result of your breach). You agree therefore that you will reimburse SEL all reasonable costs, losses, expenses (including legal fees) incurred by SEL, its licensors or business partners as a result of your breach. &pos=10;&style=Bw17;Article 6: Disclaimer of Warranties and Limitation of Liability&style; &pos=7;6.1&pos=37;Disclaimer. You understand and acknowledge that use of the PlayOnline Service and/or the Software may result in unpredictable damage or loss to you, including, without limitation, unexpected results or loss of data. All products and services relating to this Agreement, including, without limitation, the PlayOnline Service, the Software and the Documentation, are provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLAYONLINE SERVICE AND SOFTWARE, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SEL does not warrant that the PlayOnline Service or the Software will meet your expectations or requirements, or that the operation of the PlayOnline Service or the Software will be uninterrupted or error free. The entire risk as to the quality and performance of the PlayOnline Service and the Software is with you. SEL MAKES NO PROMISE OR OTHER WARRANTY THAT PLAYONLINE OR THE SOFTWARE WILL WORK PROPERLY WITH ANY PERIPHERAL DEVICE, INCLUDING, BUT NOT LIMITED TO, MEMORY CARD(S), NETWORK ADAPTORS AND MODEMS. &pos=7;6.2&pos=37;Limitation of Liability. &pos=7;(a)&pos=37;You are not entitled to receive damages from SEL for any cause relating to this Agreement, to your use of PlayOnline or the Software, or to any materials or services provided by any third party in connection with your use of PlayOnline or the Software. In addition, in no event will you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with SEL or with the distribution, operation, development, or performance of the PlayOnline Service, the Software or any related products and services. &pos=7;(b)&pos=37;IN NO EVENT SHALL SEL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OR INABILITY TO USE THE PLAYONLINE SERVICE OR THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL SEL'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WITH ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER EXCEED THE HIGHEST AMOUNT PAID BY YOU IN A SINGLE MONTH TO SEL AS YOUR SUBSCRIPTION FEE FOR USE OF THE PLAYONLINE SERVICE AND/OR ANY RELATED PRODUCTS OR SERVICES. &pos=7;(c)&pos=37;Nothing in this Agreement will exclude or limit the liability of any party for death or personal injury caused by their negligence. Nothing in this Agreement will affect your statutory rights. &pos=10;&style=Bw17;Article 7: General Terms&style; &pos=7;7.1&pos=37;Governing Law and Jurisdiction. This Agreement is governed by and shall be construed in accordance with English law. English courts shall have jurisdiction, provided that SEL shall be entitled to bring or apply for any action, claim, injunction or any other legal or judicial proceedings in any competent court or tribunal in any jurisdiction. No person other than you or SEL has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of this Agreement. &pos=7;7.2&pos=37;Severability. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way. &pos=7;7.3&pos=37;Severability. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way. &pos=7;7.4&pos=37;No Waiver. No waiver by SEL of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. &pos=7;7.5&pos=37;Entire Agreement. This Agreement, together with all incorporated documents (including, without limitation, the Privacy Policy, any and all software license agreements, any and all user agreements, and the Rules), constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect hereto, all of which are merged herein. You acknowledge and agree that you have read this Agreement and understand and accept its terms. Nothing in this Agreement will exclude or limit the liability of any party to another for fraudulent misrepresentation. "