Beta Testing Agreement Warhammer Online: Age of Reckoning THIS BETA TEST AGREEMENT DESCRIBES THE TERMS BY WHICH FRANCE TELECOM S.A. ("FT") OFFERS YOU ACCESS TO AN ACCOUNT (THE "ACCOUNT") TO PLAY A PRE-RELEASE PRODUCT BEING DEVELOPED BY ELECTRONIC ARTS INC., CURRENTLY KNOWN AS WARHAMMER ONLINE: AGE OF RECKONING (THE "GAME"), SOLELY AS PART OF THIS CLOSED BETA TESTING PROGRAM. BY PRESSING THE "I ACCEPT" BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS BELOW. BY PRESSING THE "DECLINE" BUTTON, YOU DECLINE OUR OFFER, IN WHICH CASE YOU SHOULD CONTACT FT REGARDING REMOVAL FROM THIS BETA TESTING PROGRAM. In the event you choose not to accept this Agreement or by technical means can bypass/disable the "I ACCEPT BUTTON", by installing, copying, downloading, accessing or otherwise using the Game, you shall be deemed to have agreed to be bound by the terms of this Agreement. Further, you hereby acknowledge that you choose to accept and be bound by the terms of this Agreement every time you enter or re-enter the Game. If you do not agree to the terms of this Agreement, do not install or use the Game. In order to participate in this Beta Testing Program of Warhammer Online: Age of Reckoning, you must read and accept the terms of the agreement below. Please read the BETA TESTING AGREEMENT closely. BETA TESTING AGREEMENT (the "Agreement") Electronic Arts Inc. ("EA") has designed and developed a software product currently entitled Warhammer Online: Age of Reckoning (the "Game"). FT has duly acquired the exclusive rights from EA to publish, market, host and distribute the Game. Collectively EA and FT are referred to as the "Publisher" in this Agreement. The Publisher has established a closed beta testing program (the "Beta Program") to, among other things, allow a limited number of people to give feedback and comments to the Publisher regarding the Game (including any versions thereof) as well as to test, at the Publisher’s sole discretion, the features, capabilities and performance of any other software or materials as may be provided by the Publisher as part of this Beta Program (the "Beta Software"). Collectively the Game and Beta Software are referred to as the "Beta Materials" in this Agreement. In order to participate in the Beta Program, you must agree to the following provisions: (A) You represent and warrant that you are eighteen (18) years of age or older, and are not a (i) principal, employee, agent, independent contractor, officer or director of a developer or publisher of video or computer games (other than the Publisher). (ii) a principal, employee, supplier, independent contractor, officer or director or of any entity that participates either directly or indirectly in the sale of in-game items, including but not limited to, in-game currency, armor, weapons, etc., whether these sales are to the general public or to a third-party; (iii) a journalist; (iv) a principal, employee, supplier, independent contractor, officer or director of any press agency. You represent and warrant that you are entering into this Agreement on a completely voluntary basis with no expectation of any form of compensation whatsoever other than what is expressly provided for in this Agreement. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT PARTICIPATE IN THE BETA PROGRAM. (B) You acknowledge that the Beta Program shall run from the time you install, copy, download, access or otherwise use the Beta Materials, and shall end upon the expiration of the Beta Program, unless otherwise extended or terminated unilaterally by the Publisher at the Publisher’s sole discretion. Furthermore, the Publisher may, in its sole discretion for any reason and at any time during the Beta Program terminate your participation therein without any form of compensation due to you whatsoever for this termination. (C) You acknowledge that in becoming part of the Beta Program, that the Publisher is providing you free of charge the Beta Materials (which constitutes the sole and sufficient consideration for this agreement) and that the Publisher has not made any other promises, whether express or implied regarding any other form of consideration for your participation in the Beta Program. (D) The Publisher may, in its sole discretion, terminate the Beta Program at any time. (E) You agree that your participation in the Beta Program does not constitute an employment Agreement or offer of such an agreement, between you and the Publisher and that the Publisher does not ask and/or require you to work a certain number of hours, shifts, etc. as part of your participation in the program and that your participation in the program is strictly voluntary and done solely for your personal enjoyment; and, further that the Publisher expects you only to use your leisure time to participate in this program, and does not expect you to forego other activities, including gainful employment, during the time you spend participating in this voluntary program. You may stop being a volunteer tester of the Game at any time that you wish. (F) You agree that the Publisher is not providing you with any hardware to run the Publisher’s software or connect to the Publisher’s servers. (G) You agree that while the role you will play in helping the Publisher develop better software is helpful; it does not constitute a critical or vital role in the development of the Game or Beta Software such as to entitle you to claims of ownership or rights to receive any other compensation of any kind for your participation. (H) You agree to all of the terms of the Agreement set forth below. 1. License Grant. In the event that you receive the Beta Materials from the Publisher, you are granted the revocable, limited right to install the Beta Materials onto a single computer for the sole purpose of evaluating the Beta Materials as permitted under Section 1.3 below as part of the Beta Program. You may not use, copy, modify, sell, lease, rent, distribute, transfer or disclose any part of the Beta Materials except as provided in this Agreement. All other rights are reserved to the Publisher. 1.1 License Restrictions. You shall not: a) Sublicense to, transfer, distribute or permit use of the Beta Materials by, any third party; b) Reverse engineer, decompile, or disassemble the Beta Materials; c) Make copies of the Beta Materials other than one (1) copy for back-up purposes to be used solely as a replacement for the original copy, provided that You include on the back-up copy all copyright and other notices that are included on the Beta Materials; and d) Export the Beta Materials in violation of the export control laws of the United States of America and other countries. e) Share your Account with any third party. 1.2 Indemnification. You (a) agree to indemnify, defend and hold the Publisher harmless from and against all claims, losses, liabilities, damages, expenses, and costs (including, without limitation, reasonable fees for attorneys and expert witnesses) which result from any breach or alleged breach of any of your covenants, representations, warranties or obligations herein, and (b) hereby release, the Publisher and its direct and indirect parents, subsidiaries, affiliates and sister corporations, and their respective officers, directors, employees and agents, from and against any losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with the use of the Beta Materials and/or your participation in the Beta Program. 1.3 Testing and Evaluation Obligations. You hereby agree to perform all of the following obligations in connection with this Beta Program: (a) to test, evaluate and analyze the Game and specific aspects of it as identified by the Publisher to you; (b) to test, evaluate and analyze other Beta Software (if applicable) and its operation, features, capabilities and performance; (b) to comply with the reasonable requests of the Publisher from time to time regarding testing; and (c) to provide feedback, analysis, suggestions and comments to the Publisher (including, but not limited to, bug reports and test results) as reasonably requested by the Publisher, or as otherwise voluntarily provided by you (collectively, "Feedback"). ALL OF YOUR FEEDBACK SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE PUBLISHER AND/OR ITS LICENSORS OR LICENSEES, AND YOU HEREBY ASSIGN ALL OF YOUR RIGHT, TITLE AND INTEREST IN THE FEEDBACK, AND ALL INTELLECTUAL PROPERTY RIGHTS RELATED THERETO TO THE PUBLISHER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT THE PUBLISHER AND/OR ITS LICENSORS OR LICENSEES SHALL HAVE THE PERPETUAL AND IRREVOCABLE RIGHT TO USE, MODIFY, AND OTHERWISE EXPLOIT ALL OR PART OF YOUR FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO YOU. You hereby represent and warrant that you have right to enter into this Agreement and the assign and grant the rights set forth herein, and that any Feedback which is provided by you hereunder is original work made solely by you and does not infringe any third party intellectual property rights. 1.4 Personally Identifiable Information; Monitoring; Privacy Issues. As a condition to testing the Beta Materials you may be required to provide to the Publisher, certain personally identifiable information ("Personal Information"). Personal Information collected by the Publisher will be treated with the highest confidentiality in compliance with the Data Protection Act of 6 January 1978. At any time you have the right to access, object to and correct the personal data concerning yourself, by writing to France Télécom / DC – GOA / Customer Services / 8-10 place du Maréchal Juin / 92130 Issy-les-Moulineaux - FRANCE, this should include a photocopy of your identity card or passport, as well as a mention of your last name, first name and address. The Publisher will not share or disclose your Personal Information, except in the following cases: - when you have given your prior agreement to share this information; - when the Publisher must share this information with its suppliers, service providers and in particular technical service providers, sellers, buyers, in order to enable you to use the Beta Materials; - when the Publisher is obligated to do so by a legal authority or by law. Furthermore, you acknowledge and agree that your communications with other users or with the Publisher via chats, conferences, bulletin boards, and any other avenues of communication within the Game, Beta Software and/or this Beta Program are public and not private communications, and that you have no expectation of privacy concerning your use of the Game and/or Beta Software (including, any character data or communication referenced in Section 5.3 below). You further acknowledge and agree that the Publisher reserves the right to monitor any such content and communications. 1.5 Term of the Agreement. Your participation in the Beta Program, and the grant of license herein, may be terminated by the Publisher at any time, for any reason or for no reason, in the Publisher\'s sole and absolute discretion, by providing written or emailed notice to you. You may, at any time and for any reason or for no reason, terminate your participation in the Beta Program by providing written or emailed notice to the Publisher. The termination of your participation in the Beta Program however, shall not modify or supersede the survival provision in Section 7.1 below. Upon termination of the Beta Program or your participation in it for any reason as provided herein, all license rights granted hereunder shall terminate immediately. 2 Confidentiality 2.1 Confidential Information Defined. "Confidential Information" shall mean (a) any and all information relating to, contained in or relayed through the Beta Software, the Game, and the Beta Program, including, without limitation, information relating to (i) the performance, capabilities and contents of the Beta Materials, (ii) your Feedback, (iii) any other Beta Program participant\'s Feedback, and (iv) any of the Publisher’s employee\'s feedback and comments, (b) the existence and terms of this Agreement, and (c) any and all information relating to the future or proposed Games, services or business operations of the Publisher. Without limiting the generality of the foregoing, please review Addendum B below for a list of examples of Confidential Information. The list in Addendum B is not exhaustive and is provided for reference and example only. You shall use best efforts to safeguard and to prevent unauthorized use or disclosure of the Confidential Information, unless otherwise expressly authorized in writing as provided in Section 2.3 below. Your obligation to keep the Beta Materials confidential will continue until the Publisher publicly distributes, or has otherwise disclosed to the public through no fault of yours, each of the Game product(s) and the content that you are testing. 2.2 Confidentiality Obligation. You shall keep the Confidential Information in confidence and shall not publish, disclose, distribute, transmit, post or otherwise make available, directly or indirectly, any Confidential Information to any third party except as otherwise expressly set forth herein. However, you may disclose the Confidential Information in accordance with a judicial or governmental order; provided, however, that (a) you give the Publisher prompt written notice of such order so the Publisher has opportunity to seek a protective order or other appropriate remedy to such order, prior to disclosure and shall comply with any applicable protective order or equivalent, (b) you provide the Publisher with all reasonable assistance in opposing such required disclosure or seeking a protective order or confidential treatment for all or part of such Confidential Information, and (c) you disclose only such portion of the Confidential Information as is either permitted by the Publisher or required by the court, tribunal, governmental agency or other authority, subject to any protective order or confidential treatment obtained by the Publisher. 2.3 Permitted Disclosures. You may disclose the information that is specifically identified in Addendum A, if any, on online message boards, forums or other similar venues in accordance with the restrictions set forth in Addendum A and this Agreement. Said restrictions are to be applied no matter whether the venue is open to the general public or with access that is regulated and/or restricted. The Publisher reserves the right to amend Addendum A from time to time upon written notice to you. Notwithstanding anything contained herein to the contrary, you shall not make any false statements to anyone about the Publisher, its licensors, this Beta Program, other participants in the Program, or any of the Publisher’s products or services, including the Game and Beta Software. 3 Ownership. Except for the revocable, limited license expressly granted hereunder, the Publisher retains all right, title and interest in and to the Beta Materials and all copies thereof, and all game character data in connection therewith. The Game and any other Beta Materials provided hereunder are copyrighted and are protected by United States copyright laws and international treaty provisions. You acknowledge that the Publisher and/or its licensors own all intellectual property rights in and to the Beta Materials, including, without limitation, all patent rights, copyrights, inventions, trade secret rights, trade dress rights, trademark rights and intellectual property rights therein and thereto. You may not remove the copyright and other proprietary rights notices from the Beta Materials. You agree that this Agreement shall be retained with all printed and electronic copies of the Beta Materials and documentation constituting the Beta Materials. You agree to prevent any unauthorized copying of the Beta Materials. Except for the revocable, limited license as expressly provided herein, the Publisher does not grant you any express or implied right in any patents, copyrights, trademarks, or trade secret information of the Publisher, and/or its licensors. In accordance with Section 1.3, you agree that the Publisher and/or its licensors or licensees own all right, title, and interest in any and all of your Feedback, without any remuneration, compensation or credit to you. To the extent that any of the rights assigned herein cannot presently be assigned under applicable law, you agree to assign such rights at such time as the rights are capable of being assigned. You agree at the Publisher\'s request to execute such further documents and to do such further acts as may be necessary or desirable to document, perfect, register or enforce the Publisher\'s and/or its licensor\'s ownership of any of the rights, title and/or interests hereunder, in whole or in part including, without limitation, execution of a copyright assignment in a form provided by the Publisher in its sole discretion. If you fail or refuse to execute any such documents, you hereby appoint the Publisher as your attorney-in-fact, which appointment is coupled with an interest and is irrevocable, to act on your behalf and to execute, deliver, record and file such documents. The rights granted, assigned and/or to be assigned by you hereunder are granted for the entire universe and shall inure in perpetuity, and, as set forth above, no further consideration shall be payable to you at anytime in connection therewith. You will acquire no right to use, and will not use without the Publisher\'s prior written consent, the names, characters, artwork, designs, tradenames, copyrighted materials, trademarks or service marks of the Publisher or its parent, related or subsidiary companies, employees, directors, officers, shareholders, assigns, successors, licensors or licensees: (a) in any advertising, publicity, marketing, promotion or on any website; or (b) in any manner other than in accordance with this Agreement. 4 Injunctive Relief. You acknowledge and agree that a breach or threatened breach of Sections 1-3 of this Agreement will cause irreparable injury, that money damages would be an inadequate remedy and that the Publisher shall be entitled to ex parte injunctive relief without bond, to restrain you, from such breach or threatened breach. Nothing in this Section 4 shall be construed as preventing the Publisher from pursuing any and all remedies available to it, including the recovery of money damages from you. 5 No Warranty; No Liability For Damages; No Support; Character Data. 5.1 No Warranty. YOU ACKNOWLEDGE THAT THE GAME AND ANY BETA SOFTWARE PROVIDED HEREUNDER ARE PRE-RELEASE PRODUCTS. YOU ACKNOWLEDGE THAT THE GAME AND BETA SOFTWARE MAY WELL CONTAIN ERRORS AND DEFECTS AND ARE NOT FINAL PRODUCTS. THE GAME AND BETA SOFTWARE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU FURTHER AGREE THAT THE PUBLISHER HAS NO OBLIGATION TO MAKE THE GAME AND BETA SOFTWARE AVAILABLE FOR PLAY WITHOUT CHARGE FOR ANY PERIOD OF TIME, NOR TO MAKE THEM AVAILABLE AT ALL. 5.2 No Liability For Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PUBLISHER SHALL NOT BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING WITH RESPECT TO THIS AGREEMENT, THE GAME, OR OTHER BETA MATERIALS PROVIDED HEREUNDER, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE PUBLISHER’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED FIFTY EUROS (€50.00). 5.3 No Support. The Publisher does not provide any support for the Game and Beta Software. However, the Publisher may provide an e-mail address and/or a private message board for you to send any questions and/or comments regarding the Beta Materials. The Publisher does not, however, make any representations or warranties as to the accuracy of any statements or advice provided in response to your e-mail(s) and/or board postings. 5.4 Test Environment. You acknowledge that the Game and Beta Software will run in a test environment, that game characters, character data, or any other value or status indicators that you achieve through game play as part of the Beta Program may be erased or modified at the Publisher\'s sole discretion at any time, and that such data shall likely not be exported into the Game once the Game is commercially released. 6 Obligations of Participant in the Beta Program. 6.1 It is understood and agreed to that as part of the Beta Program, you are expected to suggest changes, improvements, additions to the Game as well as to provide analysis of the Game and its features and that any such material provided to the Publisher in any form whatsoever, including but not limited to email, text messages on message boards and/or oral become the sole property of the Publisher. The foregoing materials shall be deemed Feedback as such term is defined in Section 1.3 above. You hereby waive any rights to the Feedback or any remuneration for the Feedback. The Publisher shall have the right (but not the obligation), at its sole discretion, to credit you for the Feedback and you hereby grant the Publisher a license to attribute such Feedback to you. 6.2 It is understood and agreed that, as part of your participation in the Beta Program, it is your responsibility to report all known bugs, abuse of \'bugs\', \'undocumented features\' or other defects and problems related to the Game and Beta Software to the Publisher as soon as they are found ("Bugs"). If you know about a Bug or have heard about a Bug and fail to report the Bug to the Publisher, we reserve the right to treat you no differently from someone who abuses the Bug. You acknowledge that the Publisher reserves the right to lock anyone caught abusing a Bug out of all the Publisher’s products. 6.3 It is understood and agreed to that at the request of the Publisher, you shall return to the Publisher any and all copies of the Game and Beta Software, in any format, delivered to you for review. The return of the material shall not affect your obligations to treat the Confidential Information disclosed to you as confidential. 6.4 You acknowledge and agree that your participation of this Beta Program and use of Beta Materials are governed by this Agreement and any other additional membership terms, end user license agreement, and code of conduct ("Warhammer Online: Age of Reckoning Membership Terms") that are reviewed and accepted by you during the registration or installation process. 7 Miscellaneous. 7.1 Survival. The provisions of Sections 1.1, 1.2, 1.3, 2, 3, 4, 5, 6.2, 6.3, 6.4, 7, 8 and 9 shall continue in full force and effect even after (a) the Beta Program has been terminated or completed and/or (b) your participation in the Beta Program has been terminated. 7.2 Governing Law; Jurisdiction. This Agreement shall be subject to French law and the parties hereby submit to the exclusive jurisdiction of the French courts. 7.3 Severability. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. 8 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties, except for the Terms of Service and Warhammer Online: Age of Reckoning Membership Terms as defined in Section 6.4 above. This Agreement may only be changed or amended by a writing signed by both parties hereto. 9 In the event that you violate any of the terms set forth in this Agreement or in the Beta Program Code of Conduct, you hereby acknowledge that the Publisher, in its best business judgment, may remove your access to the Beta Program as well as subject you to any legal remedies that the Publisher may take. France Télécom S.A. - RCS Paris 380 129 866 – 1 May 2007. ADDENDUM A 1. The fact that there is an Official Warhammer Online: Age of Reckoning Beta Program. 2. The fact that you are a member of the Official Warhammer Online: Age of Reckoning Beta Program. ADDENDUM B Examples of Confidential Information (No Disclosure Permitted) 1. Any contact/private information for the Publisher personnel that is provided to you. 2. Any contact information (address, password, etc.) to any private areas for use in connection with the Beta Program, including but not limited to, chat, email and message boards. 3. Any information/discussions/postings from the private boards or forum for the Beta Program. 4. Any comments/information that would allow people who are not currently part of the Beta Program to get access to the Beta Program or Game through either legitimate or illegitimate means. Post or distribute any screen captures, pictures, videos, podcasts, screenshots or any other representations, known or unknown, of any content in the Game or other Beta Materials 5. Post or distribute any pictures or screenshots of the revised character models in the Game or other Beta Materials. 6. Any public posting or commentary of the game based on your participation as a Beta Tester. 7. Any comments or discussions on new player character classes, new features, or other new functionalities in the Game or other Beta Materials. 8. Any details regarding the stability of the Game. 9. General comments about the Game’s overall development. 10. Any comments on any aspect of the Game or other Beta Materials not covered by Addendum A above. ADDENDUM C Beta Program Code of Conduct> You agree: > 1. That you are privileged guests on this system and as guests, we expect you to exhibit common courtesy to all FT personnel as well as other members of the Beta Program. FT (“we” or “us”) will exhibit the same courtesy towards you. > 2. You will be helping us shape Warhammer Online: Age of Reckoning into a great product and we value your comments/insights/etc. However, that is not a license to be rude, nasty, demanding or generally unreasonably. Please remember that we will be dealing with a lot of people and, as such, a lot of differing opinions regarding what is right or wrong with the game. Just because we don’t agree with you doesn’t mean we don’t value your continued input. > 3. We need your feedback. Your access as a beta tester for the Game is not a free ride we expect something in return and that is your help.
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