EULA/March 2004

City of Heroes

USER AGREEMENT (the "Agreement")

Last Modified March 2004

1. TERMS OF AGREEMENT

(a) Terms of Agreement. NC Interactive and Cryptic Studios offers to allow you to play its multi-player online computer game "City of Heroes " conditioned on your agreement to all of the terms and conditions contained in this Agreement and your compliance with the posted Rules of Conduct. Your use of City of Heroes constitutes your agreement to all such terms and conditions and your agreement to comply with the Rules of Conduct. To confirm your agreement, you must click on the "I Accept" button at the end of this Agreement. If you do not so agree, you must click on the "I Reject" button at the end of this Agreement, in which case you reject the offered terms of use and will not be permitted to play City of Heroes . If you have any questions regarding these terms and conditions or the Rules of Conduct, please contact NC Interactive customer service by visiting the support section of our web site, currently at the following link: http://support.cityofheroes.com .

(b) Amendments. NC Interactive may amend this Agreement or modify the Rules of Conduct at any time in its sole discretion by posting on our web site (a) the amended Agreement, currently at http://www.cityofheroes.com/support/terms.html or (b) the modified Rules of Conduct, currently at http://www.cityofheroes.com/support/conduct.html . Amendments to the Agreement will be effective seven (7) days after the amended Agreement is posted. Modifications to the Rules of Conduct will be effective immediately upon posting. Your use of City of Heroes after the effective date of any amendments to this Agreement constitutes your agreement to the amendments. You agree to check this Agreement and the Rules of Content periodically so you will be familiar with their content as amended or modified from time to time.

2. DESCRIPTION OF SERVICE

NC Interactive offers City of Heroes as a fee-based online fantasy role-playing game service (the "Service") accessible through our web site, currently at http://www.cityofheroes.com (the "Web Site"). NC Interactive reserves the right to change the URL address of the Web Site at any time. To use the Service, you will need to install software which NC Interactive makes available from the Web Site (the "Software"). Anyone desiring to use the Service is required to establish an account with NC Interactive (the "Account"). NC Interactive does not provide Internet access, and you are responsible for all fees associated with your Internet connection. The Web Site located at www.cityofheroes.com is an active part of the Service and any use of the website is governed by the same terms and conditions of this User Agreement and the Rules of Conduct.

3. LICENSE TO USE

Subject to the terms of this Agreement, NC Interactive grants to you, for your personal use only, a non-exclusive, nontransferable (except as permitted in Section 4(a)) license to use the Service, and a non-exclusive, nontransferable (except as permitted in Section 4(a)) license to use the Software in connection with the Service, for a 30-day trial period without charge and thereafter on a prepaid basis according to Section 5 for so long as you maintain an authorized and fully-paid Account. You may not (a) sublicense, rent, lease, loan or otherwise transfer the Software for profit; (b) modify, adapt, reverse engineer or decompile the Software, or otherwise attempt to derive source code from the Software; (c) create any derivative works in respect of the Software or the Service; or (d) otherwise use the Software or the Service except as expressly provided in this Agreement. Title to the Software, and all rights with respect to the Software and Service not specifically granted under this Agreement, including without limitation all rights of reproduction, modification, distribution, display, disassembly and decompilation and all copyright, patent, trademark, trade secret and other proprietary rights and interests are reserved to NC Interactive and Cryptic Studios.

4. ACCOUNT

(a) Eligibility. Accounts are available only to adult individuals 18 years of age or older. If you are less than 18 years of age and wish to use the Service, your parent(s) or guardian(s) must complete the registration process, open an Account in their name(s) and accept full responsibility for all obligations under this Agreement. Those who have completed these steps and who maintain their Account in good standing are sometimes referred to in this Agreement as "Members." By clicking the "I Accept" button you represent that you are an adult 18 years of age or older. Only one person may use an Account. The registered user of an Account may use the Account or may choose instead to permit a minor child of the registered user to use the Account. You are liable for all activities conducted through your Account, and parents or guardians are liable for all activities of their minor child conducted through the Account.

(b) Account ID. At the time your Account is opened, you must choose a name to identify yourself to NC Interactive staff (your "Account ID"). You may not select as your Account ID the name of another person, or a name which violates any third party's trademark right, copyright, or other proprietary right, or which may mislead other players to believe you to be an employee of NC Interactive, or which NC Interactive deems in its sole discretion to be vulgar or otherwise offensive. NC Interactive reserves the right, in its sole discretion, to (1) delete or alter any Account ID or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right. You have sole liability for all activities conducted through your Account or under your Account ID.

(c) Message Board ID. You have the option to create a Message Board ID for use on the official City of Heroes message boards. You may not select as your Message Board ID the name of another person, or a name which violates any third party's trademark right, copyright, or other proprietary right, or which may mislead other players to believe you to be an employee of NC Interactive, or which NC Interactive deems at its sole discretion to be vulgar or otherwise offensive. NC Interactive reserves the right, in its sole discretion, to (1) delete or alter any Message Board ID or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right. You have sole liability for all activities conducted under your Message Board ID.

(d) Account. By agreeing to the User Agreement you agree that you do not own the account you use to access the service, the characters NC Interactive stores on NC Interactive servers, the items stored on these servers, or any other data which the servers and accounts are comprised of. The account you create is needed to login to the service and the fee that you pay is to continue to access the service.

(e) Character Name. In order to use the service, you must create a character and choose a name for your character to identify your character to other Members (your "Character Name"). You may not select as your Character Name the name of another person, or a name which violates any third party's trademark right, copyright, or other proprietary right, or which may mislead other players to believe you to be an employee of NC Interactive, or which NC Interactive deems at its sole discretion to be vulgar or otherwise offensive. NC Interactive reserves the right, in its sole discretion, to (1) delete or alter any Character Name or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right.

(f) Super Group Names, Super Group Member Titles, Battle Cry, and Character Description. While accessing the service, it is possible to name your Super Group, give titles to members of your Super Group, create a Battle Cry, and write a Character Description. You may not create a Battle Cry, Character Description, give a name to a Super Group, or give a title to a Super Group member that is the name/description/title of another person, or a name/description/title which violates any third party's trademark right, copyright, or other proprietary right, or which may mislead other players to believe you to be an employee of NC Interactive, or which NC Interactive deems at its sole discretion to be vulgar or otherwise offensive. NC Interactive reserves the right, in its sole discretion, to (1) delete or alter any name/description/title given to a Super Group, Super Group Member, Battle Cry, or Character Description or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right.

(g) Passwords. At the time your Account is opened, you must select a password. You are responsible for maintaining the confidentiality of your password and you are responsible for any harm resulting from your disclosure or allowing the disclosure of your password or from use by any person of your password to gain access to your Account and Account ID. At no time should you respond to an online request for a password. NC Interactive will never ask for your password offline or online, except that you will be required to enter your password as part of the log-on process.

(h) Registration Obligations. You agree to provide true, accurate, current and complete information about yourself as prompted by the Service's registration form ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or NC Interactive has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NC Interactive has the right to suspend or terminate your Account and refuse any and all current or future use of the Service.

(i) Former Members. Members whose Accounts have been terminated by NC Interactive may not access the Service in any manner or for any reason, including through any other Account, without the express written permission of NC Interactive.

(j) Related Accounts. If NC Interactive terminates an Account, NC Interactive may terminate any other Accounts that share the same member name, phone number, email address, postal address, Internet Protocol address, or credit card number with the terminated Account.

(k) In City of Heroes, characters have the privilege of sending server wide messages called 'Global Chat.' With this privilege comes a high level of responsibility on the part of the user. Due to the fact that this communication channel has the ability to impact every player on the server, NC Interactive will not tolerate any inappropriate behavior of any sort in this chat channel. This includes but is not limited to: inappropriate language of any sort or any attempt to escape the profanity filter, inappropriate or vulgar content of any sort, repeated 'spamming,' or 'flooding' of the global chat channel, or any other conduct determined to be inappropriate by NC Interactive Support, in its sole discretion. Any violation of this term or rules of conduct may, in the sole discretion of NC Interactive, lead to the temporary removal of the character's ability to communicate, the account being suspended for a set period of time, or lead to permanent account closure.

5. SERVICE FEE

Our fees and billing procedures are published in the registration section of the Web Site, which are incorporated herein by this reference. All fees are stated in U.S. Dollars. YOUR MEMBERSHIP FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR UNAVAILABILITY OF SERVICE (SEE ALSO SECTION 10 BELOW). We will automatically charge your credit card on a recurring basis for applicable Account fees, plus any applicable taxes we are required to collect, where you authorize us to do so. All recurring Account fees are payable in advance. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT. The first thirty (30) days after the opening of your Account is a free trial period. You will not be charged any Account fees if you cancel your account within the thirty (30) day trial period. Any person who has been a Member is not eligible for any subsequent free trial period. By paying by credit card, you represent to NC Interactive that you are the authorized user of the credit card used to pay the Account fee. You agree to promptly notify NC Interactive of any changes to your credit card account number, its expiration date and/or your billing address, and you agree to promptly notify NC Interactive if your credit card expires or is cancelled for any reason.

6. CONTENT AND MEMBER CONDUCT

(a) Content. You acknowledge that: (i) by using the Software and the Service you will have access to graphics, sound effects, music, animation-style video and text (collectively, "Content"), and (ii) Content may be provided under license by independent content providers, including text contributions from other Members (all such independent content providers, "Content Providers"). NC Interactive does not pre-screen Content as a matter of policy. NC Interactive has the right, but not the obligation, to remove Content at any time which it deems to be harmful, offensive, or otherwise in violation of this Agreement.

(b) Rights in Content. You acknowledge that NC Interactive and Content Providers have rights in their respective Content under copyright and other applicable laws, and that you accept full responsibility and liability for your use of any Content in violation of any such rights. You agree that you will not use any Content other than in connection with playing City of Heroes .

(c) Member Content. Members can upload Content to our servers in various forms, such as in selections you make for City of Heroes and in bulletin boards and similar user-to-user areas. Unless specified otherwise in your transmission, by submitting your Content to any area on the Service, you automatically grant (or you warrant that the owner of such Content has expressly granted) to NC Interactive the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.

(d) Member Conduct. You agree not to use the Service to: (i) upload, post, e-mail or otherwise transmit Content that infringes any third party rights; (ii) impersonate any person or entity, including, but not limited to, an NC Interactive employee, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) upload, post, e-mail or otherwise transmit Content that violates any law or regulation; (iv) upload, post, e-mail or otherwise transmit Content as determined by NC Interactive at its sole discretion that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; or contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (v) upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (vii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (viii) "stalk" or otherwise harass another member.

7. OFFICIAL SERVICE

NC Interactive has designed City of Heroes for play only as offered by NC Interactive at the Web Site. You agree to play City of Heroes only as offered by NC Interactive at the Web Site and not through any other means. You further agree not to create or provide any other means through which City of Heroes may be played by others, as through server emulators. You acknowledge that you do not have the right to create, publish, distribute, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for City of Heroes , except that you may use the Software to the extent expressly permitted by this Agreement. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not sell or auction any City of Heroes accounts, characters, items, coin or copyrighted material.

8. PRIVACY Our privacy policy, which covers the usage and protection of your personal information, is published on the Web Site, currently at www.cityofheroes.com/support/privacy.html and is incorporated herein by this reference.

9. PARENTAL GUIDANCE

While NC Interactive may choose to monitor and take action upon inappropriate game play, chat or links to the Service, it is possible that at any time there may be language or other material accessible on or through the Service that may be inappropriate for children or offensive to some users of any age. NC Interactive cannot ensure that other players will not provide Content or access to Content that parents or guardians may find inappropriate or that any user may find objectionable. NC Interactive does not as a matter of policy pre-screen the content of the materials or communications transmitted by each player.

10. INTERRUPTION OF SERVICE

(a) NC Interactive reserves the right to interrupt the Service from time to time on a regularly scheduled basis or otherwise with or without prior notice in order to perform maintenance.

(b) You acknowledge that the Service may be interrupted for reasons beyond the control of NC Interactive, and NC Interactive cannot guarantee that you will be able to access the Service or your Account whenever you may wish to do so. NC Interactive shall not be liable for any interruption of the Service, delay or failure to perform resulting from any causes whatsoever.

(c) NC Interactive shall not be obligated to refund all or any portion of any Account fee by reason of any interruption of the Service by reason of any of the circumstances described in paragraph (a) or (b).

11. DISCLAIMER OF WARRANTY

NC INTERACTIVE AND CRYPTIC STUDIOS PROVIDE THE SERVICE, THE SOFTWARE, THE ACCOUNT, THE CITY OF HEROES GAME AND ALL OTHER SERVICES ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, we do not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, your Account or City of Heroes . Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

12. LIMITATION OF LIABILITY

THE MAXIMUM AMOUNT OF NC INTERACTIVE'S LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ACCOUNT FEES PAID BY YOU TO NC INTERACTIVE. IN NO EVENT SHALL NC INTERACTIVE, CRYPTIC STUDIOS, NOR ANY OF THEIR CONTENT PROVIDERS, SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES, (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE SOFTWARE, YOUR ACCOUNT OR THIS AGREEMENT WHICH MAY BE INCURRED BY YOU, WHETHER OR NOT NC INTERACTIVE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR. Some states do not allow the foregoing limitations of liability, so they may not apply to you and in such a case you agree that NC Interactive's and Cryptic Studios' liability to you shall be limited to the maximum extent permitted by law. You agree that NC Interactive or Cryptic Studios cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the City of Heroes service.

13. INDEMNIFICATION

At NC Interactive's or Cryptic Studios' request, you agree to defend, indemnify and hold harmless (a) NC Interactive and Cryptic Studios, (b) their shareholders, partners, affiliates, directors, officers, employees, agents or suppliers, (c) their licensees, distributors, Content Providers, and (d) other Members of the Service, from all damages, liabilities, claims and expenses, including attorneys' fees and costs, arising from or related, directly or indirectly, to any misuse of the City of Heroes service or breach of this Agreement by you.

14. TERMINATION

(a) We may terminate this Agreement (including your Software license and your Account) immediately and without notice if you breach this Agreement or willfully infringe any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us, or upon game play, chat or any player activity whatsoever which is, in our sole discretion, inappropriate and/or in violation of the spirit of City of Heroes as described in the Rules of Conduct. If we terminate this Agreement under any circumstances, you will lose access to your Account for the balance of any prepaid period without any refund.

(b) You agree that if the service or your account is terminated or cancelled for any reason or length of time, you are not entitled to any reimbursement or refund of any fees or unused access time.

15. GENERAL PROVISIONS

This Agreement is governed by and shall be construed and enforced under the laws of The State of Texas, without applying any conflicts of law principles which would require application of the law of any other jurisdiction. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. You agree to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that neither the Software nor the Service is exported, directly or indirectly, in violation of Export Laws; or is intended to be used for any purposes prohibited by the Export Laws. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except as otherwise permitted herein, you may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between us and you with respect to the subject matter hereof. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of NC Interactive shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of NC Interactive. All notices given by you or required under this Agreement shall be faxed to (512) 498 - 4099. Attn.: Customer Support.