Background on this Agreement

This FINAL FANTASY XI Software License Agreement is between Square Enix Ltd. ("SEL" or "us" or "we"), and you ("you"), a registered user of the PlayOnline® entertainment service and a licensee of the FINAL FANTASY XI software and all accompanying documentation.

IMPORTANT - This Software License Agreement is a binding, legal agreement between SEL and you and governs your use of the FINAL FANTASY XI software. If at any time you do not agree to be bound by these terms and conditions, you must immediately end your use of FINAL FANTASY XI. Please contact your place of purchase for return, refund, or exchange subject to the return and exchange policy of the retailer, or contact SEL Customer Services.

Article 1: Definitions

1.1 "Agreement"

means this FINAL FANTASY XI Software License Agreement (as amended as set out below), which must be accepted by you (or by your parent or legal guardian on your behalf if you are between the ages of 13 and 17) prior to any use of the Licensed Software.

1.2 "Documentation"

means those user manuals, specifications documents and other instructional materials related to the Licensed Software (whether written or electronic) that are provided by SEL or otherwise made available to Users.

1.3 "Game"

means the FINAL FANTASY XI online game program embodied in the Licensed Software provided to you hereunder, together with any additional features or functionality of such online game that may be available to you through the PlayOnline Service.

1.4 "Licensed Software"

means the FINAL FANTASY XI online game program, as embodied on any one or more discs, or other media provided to you, or as incorporated into any one or more electronic files provided to you, together with any updates, additions or modifications thereto that SEL may elect (in its sole discretion) to provide or make available to you from time to time.

1.5 "Member Agreement"

means the PlayOnline Member Agreement, which must be executed by you (or by your parent or legal guardian on your behalf if you are between the ages of 13 and 17) prior to any use of PlayOnline.

1.6 "PlayOnline" or "PlayOnline Service"

means the PlayOnline online entertainment service offered by SEL, which includes the various services incorporated therein or offered in connection therewith (including, but not limited to, online games).

1.7 "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.

1.8 "Subscription Fee"

means the fee that applies to your use of the Licensed Software. The Subscription Fee will be charged each month to your credit card, or to you by any other payment method approved by SEI, which you provided in connection with your PlayOnline registration, as described in the Member Agreement.

1.9 "User"

means the fee that applies to your use of the Licensed Software. The Subscription Fee will be charged each month to your credit card, or to you by any other payment method approved by SEL, which you provided in connection with your PlayOnline registration, as described in the Member Agreement.

1.10 "Website"

means the SEL website for the PlayOnline Service located at http://www.playonline.com.

Article 2: Grant of License

2.1 License Grant.

(a) SEL hereby grants you the limited, personal, nonexclusive, non-transferable, revocable license during the term of this Agreement to install and use the Licensed Software only on and in connection with a single computer or video game equipment hardware and to use a single copy of the Documentation solely in connection with your use of the Licensed Software.
(b) You acknowledge that your access to and use of the Game is conditional upon your timely and complete payment of the Subscription Fee as set out in Article 5 (User Responsibilities) of the Member Agreement. Please read that section carefully and completely.
(C) SEL reserves the right to change and/or updated any part of this Agreement at any time without giving notice directly to you, but SEL will maintain the most current version of this Agreement at any time under the "Service & Support", "Rules & Policies" section on the Website. It is your responsibility to check the current version of this Agreement so posted on the Website each time when you play the Game. By playing the Game, you indicate your agreement to all of the terms of this Agreement, and you agree to abide by this Agreement at all times while playing the Game and while using PlayOnline in connection with your use of the Game, whether or not you have seen current version of this Agreement. As used herein, "Agreement" refers to the most current version of this Agreement.

2.2 Term and Termination.

This Agreement will commence when you indicate your acceptance of its terms and conditions and proceed to install the Licensed Software. Your rights under Section 2.1 will immediately and automatically terminate upon your breach of any provision of this Agreement or the Member Agreement. Further, SEL reserves the right to terminate this Agreement at any time by giving notice to you, for which SEL is not required to give the reason for such termination.

2.3 Ownership.

SEL (and, to the extent applicable, its licensors) owns and shall retain all right, title and interest in and to the PlayOnline Service, the Licensed Software and all Documentation, and will be the sole owner of any and all data you generate through your use of the PlayOnline Service. You receive only those limited rights to access and use the Licensed Software and all Documentation set forth herein. PLAYONLINE, THE LICENSED 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 LICENSED SOFTWARE IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. "PLAYONLINE" and "FINAL FANTASY" are registered trademarks used by SEL under license and may not be reproduced, altered, or used in any way without the prior, written consent of SEL.

2.4 Restrictions.

To the maximum extent permitted by law, you may not:
(a) modify, reverse engineer, decompile, or disassemble the Licensed Software;
(b) rent, lease, sublicense, distribute, or transmit the Licensed Software to any third party;
(c) rent, lease, sell, distribute, transmit or otherwise transfer your User or other account-related information (including, but not limited to, your User ID or password information) to any third party;
(d) make any copy of or otherwise reproduce the Licensed Software;
(e) infringe any copyright, trademark rights, or any other intellectual property rights of SEL or its licensors or,
(f) use the Licensed Software to provide service bureau or time-sharing services, or for any other commercial purpose. The Licensed Software is for your personal use only and may not be copied, leased, or made available for use by others.

You acknowledge and agree that any products that are created from, based on, or in connection with the Licensed Software shall be the property of SEL. SEL reserves its rights in its sole discretion to request such products to be sent to SEL or its facilities, or to be destroyed.

Article 3: User Responsibilities

3.1 Service Access.

You are solely responsible for obtaining and maintaining, at your own expense, all input/output devices, equipment (such as modems, terminal equipment, computer or video game equipment and software) and communications services (including, without limitation, Internet access and related services) necessary to access the PlayOnline Service and use the Licensed Software, and for ensuring such equipment and services are compatible with all requirements of the PlayOnline Service.

3.2 Personal Information Management.

You understand that your use of the Licensed Software in connection with the PlayOnline Service will require that you disclose to SEL certain personal and personally identifiable information, and that such information is subject to our Privacy Policy, which contains important information on how we collect and use information from you. You understand that it is your sole responsibility to review the Privacy Policy from time to time for any changes or revisions thereto.

3.3 Indemnification.

You will indemnify, defend, and hold SEL harmless against any and all claims, suits, actions, expenses, attorney fees and other legal fees and costs arising from your use of the Licensed Software (whether alone or in connection with the PlayOnline Service) and relating to
(a) your breach of any provision of this Agreement, or the inaccuracy of any of your representations made in this Agreement or made in connection with your registration of any SEL product or service;
(b) your violation or infringement of any proprietary or privacy rights of any third party; or
(c) any third-party claims arising out of or relating to your use of the Licensed Software (whether alone or in connection with the PlayOnline Service).

Article 4: Disclaimer and Limitation of Liability

4.1 Disclaimer.

You understand and acknowledge that your use of the Licensed Software (whether alone or in connection with the PlayOnline Service) 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 Licensed Software and the Documentation, are provided "AS IS" without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED SOFTWARE AND YOUR USE THEREOF, 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 Licensed Software will meet your expectations or requirements, or that the operation of the Licensed Software will be uninterrupted or error free. The entire risk as to the quality and performance of the Licensed Software is with you. SEL MAKES NO PROMISE OR OTHER WARRANTY THAT PLAYONLINE OR THE LICENSED SOFTWARE WILL WORK PROPERLY WITH ANY PERIPHERAL DEVICE, INCLUDING, BUT NOT LIMITED TO, MEMORY CARD(S), NETWORK ADAPTORS AND MODEMS.

4.2 Limitation of Liability.

(a) You are not entitled to receive damages from SEL for any cause relating to your use of any materials or services provided by any third party in connection with your use of the Licensed Software (whether alone or in connection with the PlayOnline Service. 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 Licensed Software or any related products.
(b) TO THE FULLEST EXTENT PERMITTED BY LAW, 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 LICENSED 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 YEAR TO SEL AS YOUR SUBSCRIPTION FEE FOR USE OF THE PLAYONLINE SERVICE AND/OR ANY RELATED PRODUCTS OR SERVICES.
(c) You shall indemnify, defend, and hold SEL harmless against any and all claims, suits, actions, expenses, attorney and other legal fees and costs arising from or in connection of your use of the Licensed Software. Nothing in this Agreement will exclude or limit the liability of any party for death or personal injury caused by their negligence or any other liability which cannot be limited or excluded by law. Nothing in this Agreement will affect your statutory rights.

Article 5: General Terms

5.1 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.

5.2 Copyright Infringement Notification.

SEL may terminate the account of any User who uses his or her account privileges to unlawfully transmit copyrighted material without a license or valid defense to do so. After receipt of notification by the copyright holder or its agent to SEL, SEL may terminate the infringing User's account. SEL may also in its sole discretion decide to terminate a User's account privileges at any time if SEL has good faith belief that infringement has in fact occurred. SEL is dedicated to respecting and upholding the intellectual property rights of others, and we ask our Users to do the same. If you believe that your copyright has been infringed through the use of a PlayOnline account, please contact PlayOnline Information Center.

5.3 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.

5.4 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.

5.5 Entire Agreement.

This Agreement, together with the FINAL FANTASY XI User Agreement and any other terms of use relevant to your use of the Licensed Software, constitutes the entire understanding and agreement between the parties with respect to your use of the Licensed Software and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. This Agreement shall form a part of your Member Agreement and is expressly incorporated into that agreement by this reference. In the event of any conflict between this Agreement and the Member Agreement, the terms of the Member Agreement shall prevail; provided, however, that for all matters that are not covered in this Agreement, the terms of the Member Agreement and the FINAL FANTASY XI User Agreement (as applicable) shall continue to apply. 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.

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