TERMS & CONDITIONS
11/01/2015
Please read the following terms, conditions, policies, and notices carefully and in their entirety. This License describes the terms under which Social GameWorks LLC ("Social GameWorks") offers you access to an Account to play the Game. Your acceptance of the terms by registering a new Account with Social GameWorks constitutes your acceptance of all such terms of the License. Social GameWorks may, at any time, add, remove, or modify the terms of this License by posting a notice of such changes. Any such changes shall automatically become part of the License, and your continued use of the game constitutes your agreement to all such terms. Should you choose to decline, you may not set up an Account to play the Game.

1. BattleCell® Online Game description.
BattleCell and its related services comprise an online, web-based, massively multiplayer, real-time strategy game ("SGW Products") that allows you to play the game when you (i) obtain an account from the BattleCell web site or a designated partner site. In the game, you will acquire a library of licensed digital objects ("Virtual Assets") that depict Territory, Troops, Credits, and Equipment and will obtain a limited License for the right to use such Virtual Assets. You will not acquire any ownership interest in the digital objects or in any of the graphical images involved with or related to the Virtual Assets.

2. Account Eligibility.
The Account is personal to you and may not be transferred, sold or used by anyone else. The game and SGW Products are available only to individuals eighteen (18) years of age and older. If you are between the ages of thirteen (13) and eighteen (18), your parent or guardian must complete the registration process, in which case the parent or guardian will take full responsibility for all obligations under this License. By registering a new Account with Social GameWorks, you represent that you are at least eighteen (18) years of age and are either accepting this License on behalf of yourself or on behalf of your child. You may not transfer, sell, or share your Account with anyone, unless you are a parent or guardian, in which case you may permit one child to use the Account instead of yourself. You are liable for all activities conducted through the Account.

2.1 Eligibility (United States).
For game scenarios/events where Social GameWorks offers prizes, in addition to the above requirements, you must be physically located in a U.S. State in which participation in the tournaments offered on this site is unrestricted by law. Rules governing sweepstakes, contests, and tournaments with entry fees and/or prizes are established by individual states. Based on these 50 sets of laws, the site cannot offer fee-based tournaments with prizes to resident of the states of Arizona, Arkansas, Connecticut, Delaware, Florida, Iowa, Louisiana, Maryland, Nevada, Tennessee, Texas, Vermont, and Washington. You must be physically located in a U.S. state in which participation in the tournaments offered on the site is unrestricted by law. By accepting this License, you certify that you are a resident of a State in which the playing of the Game does not violate State law. Social GameWorks makes every reasonable effort to ensure all game play comports with local law. HOWEVER, SOCIAL GAMEWORKS HAS NO ABSOLUTE WAY OF VERIFYING COMPLIANCE WITH LOCAL LAW AND CANNOT AND WILL NOT BE LIABLE FOR ANY VIOLATION OF LOCAL LAW. BY ACCEPTING THIS LICENSE YOU INDEMNIFY SOCIAL GAMEWORKS AGAINST ANY LIABILITY FOR VIOLATION OF LOCAL LAW CAUSED BY YOUR ACTIONS.

2.2 Eligibility (non-U.S.).
You are subject to all laws of the state, province, and/or country in which you reside and from which you access the site, and you are solely responsible for obeying those laws. You agree the site cannot be held liable if laws applicable to you restrict or prohibit your participation. Social GameWorks makes no representations or warranties, implicit or explicit, as to your legal right to participate in any tournament or other activity offered on the site, nor shall any person affiliated with or claiming affiliation with the site have authority to make any such representations or warranties.

Social GameWorks makes every reasonable effort to ensure all game play comports with local law. HOWEVER, SOCIAL GAMEWORKS HAS NO ABSOLUTE WAY OF VERIFYING COMPLIANCE WITH LOCAL LAW AND CANNOT AND WILL NOT BE LIABLE FOR ANY VIOLATION OF LOCAL LAW. BY ACCEPTING THIS LICENSE YOU INDEMNIFY SOCIAL GAMEWORKS AGAINST ANY LIABILITY FOR VIOLATION OF LOCAL LAW CAUSED BY YOUR ACTIONS.

Social GameWorks may require any participant receiving any prize to provide proof that he or she is eligible to participate according to sections 2.1 and 2.2, above.

It is the policy of Social GameWorks, in compliance with the United States Internal Revenue Service regulations, to send a Form 1099 to any person who wins in excess of $600 (U.S. Dollars) in any given year. You remain solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province, and/or country of residence.

The Children's Online Privacy Protection Act (COPPA), administered by the Federal Trade Commission, imposes rules regarding the collection of personal information from children. The SGW Products is not directed to children under the age of thirteen (13). As such, if you are under the age of thirteen (13) you may not create an Account and must not provide any personal information to Social GameWorks. Members whose accounts have been previously terminated by Social GameWorks may not access the SGW Products in any manner or for any reason without the express written permission of Social GameWorks. Active members may not allow former members to use the active members' Account or User Name.

3. Security and Passwords.
Upon registration of your Account, you must select a User Name and Password. You may not pick a User Name that violates anyone's trademarks, publicity rights or other intellectual property or proprietary rights. Social GameWorks reserves the right to reject a given User Name either at registration or at any later time. You are responsible for maintaining the confidentiality of your Password and for any harm resulting from your disclosure or from use by any person of your Password to gain access to your Account and User Name. You are responsible for all uses of your User Name and Password, whether or not authorized by you. Social GameWorks will never ask you for your Password; as such you should never disclose your Password to anyone. There may be an additional charge to reissue lost passwords. You acknowledge that although we may offer a feature that allows you to "save" or "remember" your Password on your hard drive, this feature may fail or may make it possible for third parties to access your computer and thus your Account. Should you choose to utilize any Password memory feature, any such use will be at your own risk.

4. Privacy.
You accept and agree to the terms of Social GameWorks' Privacy Policy, which is hereby incorporated by reference. We cannot ensure that your private communications and other personally identifiable information will not be disclosed to third parties. For example, we may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept your transmissions or private communications. Additionally, we can (and you authorize us to) disclose any information about you to legally authorized law enforcement and other government entities as we, in our sole discretion, believe necessary or appropriate to investigate or resolve possible problems or violations of this License. Furthermore, if you request any technical support, you consent to our remote accessing and review of the computer from which you access SGW Products for purposes of support and debugging. You agree that we may communicate with you via email and any similar technology for any purpose relating to SGW Products and any other services or software which may in the future be provided by us or on our behalf. You understand that Social GameWorks or its representatives may monitor all communications made by or received by you while using services that are related to SGW Products. You hereby consent to the extraction of hardware system profile data and any data related to operation of SGW Products from any computer that accesses SGW Products using your Account.

5. Game and Forum Conduct and Use.
You agree to be personally responsible for your use of SGW Products and conduct yourself in a lawful and respectful manner. You agree to follow the game's rules of conduct published by Social GameWorks ("Rules of Conduct"), which are incorporated herein by reference. Social GameWorks may change the rules of conduct at any time. You acknowledge, however, that Social GameWorks does not pre-screen member content or communication transmitted via SGW Products. Certain areas of the SGW Products provide access to online blogs, forums or chat rooms ("forums"). Discussion forums and e-mail submissions over the Internet may not be secure. Please consider this fact prior to e-mailing any personal or confidential information. Social GameWorks does not endorse, and specifically disclaims any responsibility or liability for any content in the forums. In addition, Social GameWorks, at its sole discretion, reserves the right to delete, move or edit content, in whole or in part, submitted to the forums if it deems the content to be abusive, defamatory, obscene, in violation of intellectual property, privacy or other proprietary rights, in violation of this License, or for any other reason. You agree to use the forums only to post, send and receive messages and material that are proper, related to the subject matter of the forums and that comply with applicable law. You agree to any additional terms and conditions posted at the forums.

Social GameWorks has no obligation to monitor the forums. However, Social GameWorks reserves the right to review materials posted to the forums and to remove any materials in its sole discretion. Social GameWorks reserves the right to terminate your access to any forum at any time, without notice, for any reason whatsoever. Furthermore, Social GameWorks reserves the right at all times to disclose any information as Social GameWorks deems necessary to satisfy any applicable law, regulation, legal process or legal governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Social GameWorks' sole discretion.

6. Intellectual Property Rights and Grant of License.
Subject to the terms of this License, Social GameWorks hereby grants you a non-exclusive limited License to use the SGW Products, and game products solely in connection with playing the game via your authorized Account. This License includes the right to purchase Virtual Assets, subject to the terms hereof.
Except as provided by this License and the rules of conduct, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, or create derivative works from any information, software, products or services obtained from the game or SGW Products. The game and any game products are made available solely for use by end users according to the terms of this License. Any reproduction or distribution of the game or game products not in accordance with this License is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. You may not modify, reverse engineer, disassemble or decompile any software provided except to the extent that this restriction is expressly prohibited by applicable law. You may not use the intellectual property contained in the game service to create or provide any other means through which others may play the game, as through server emulators, etc. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Should you do so, your Account may be terminated. Neither this License nor your Account entitles you to any game products that may be released from time to time. Social GameWorks may release additional game products, which may be obtained for a separate fee.

Social GameWorks and its suppliers retain ownership of all intellectual property rights relating to or residing in SGW Products, the game products including all Virtual Assets, and the game. You grant to Social GameWorks the unrestricted and irrevocable right (at no fee) to use, copy, modify, publish, perform, transmit, and display any content you submit via any media, and waive any moral rights you may have in such content.

Copyright and Trademark Notices:

All contents of the BattleCell web site, the SGW Products, the game products, and the game are: copyright (c) 2008 by Social GameWorks, LLC of Kenmore, Washington U.S.A., all rights reserved.

Social GameWorks, BattleCell, the Social GameWorks and BattleCell logos, game names and symbols, the character names and their distinctive likenesses and the trade dress or "look and feel" are trademarks owned by Social GameWorks. The names of any actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved to Social GameWorks.

7. Disclaimer of Warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOCIAL GAMEWORKS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE GAME SERVICE, THE GAME PRODUCTS, THE GAME, THE ACCOUNT, AND ALL OTHER SERVICES INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOCIAL GAMEWORKS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE GAME SERVICE, THE GAME PRODUCTS, THE GAME, THE ACCOUNT, AND ALL OTHER SERVICES FOR ANY PURPOSE. THE GAME SERVICE, THE GAME PRODUCTS, GAME, THE ACCOUNT, AND ALL OTHER SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SOME STATES TO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES; AS SUCH THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU IN ITS ENTIRETY.

8. Limitation of Liability/Indemnification.
IN NO EVENT SHALL SOCIAL GAMEWORKS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION FOR CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE GAME SERVICE, THE GAME PRODUCTS, THE GAME, THE ACCOUNT, AND ALL OTHER SERVICES, PROVISION OF OR FAILURE TO PROVIDE RELATED SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES. SOCIAL GAMEWORKS' LIABILITY TO YOU OR ANY THIRD PARTIES IS LIMITED TO $15. SOME STATES DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY; AS SUCH THEY MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

YOU AGREE TO INDEMNIFY AND HOLD SOCIAL GAMEWORKS, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, OFFICERS AND EMPLOYEES HARMLESS FROM ANY CLAIM, DEMAND, OR DAMAGES, INCLUDING REASONABLE ATTORNEY'S FEES, ASSERTED BY ANY THIRD PARTY ARISING IN CONNECTION WITH YOUR USE OF YOUR ACCOUNT, THE GAME, THE GAME SERVICE, OR ANY OF THE FORUMS.

9. Technical Difficulties/Game Termination.
Social GameWorks does not and cannot ensure continuous, error-free, secure, or virus-free operation of SGW Products, the game, or your Account. Social GameWorks shall not be liable for any delay or failure to perform resulting from technical difficulties. Further, Social GameWorks cannot and does not promise or ensure that you will be able to access your Account whenever you want, and there may be extended periods of time when you cannot access your Account. Social GameWorks may modify or cancel any element of the SGW Products or game in its sole discretion, including the entire game and SGW Products.

10. No Unlawful or Prohibited Use.
As a condition of your use of the game and SGW Products, you agree you will not use the game or SGW Products for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the game or SGW Products in any manner that could damage, disable, overburden, or impair any Social GameWorks web site or service (or the network(s) connected to any Social GameWorks web site or service) or interfere with any other party's use and enjoyment of any Social GameWorks web site or service. You may not attempt to gain unauthorized access to any Social GameWorks web site or service, other registrations, Accounts, computer systems, or networks connected to any Social GameWorks web site or service, through hacking, password mining, or any other means. You may not cheat or steal or obtain or attempt to obtain any materials or information through any means not intentionally made available through any Social GameWorks web site or service.

11. Language.
The parties hereby declare, and by these presents confirm, their express desire that this contract be written in English. Les parties declarent qu'elles ont demande et par les presentes confirment leur desir expres que cette convention soit redigee en Anglais.

12. Termination.
This License is effective unless and until terminated by either you or Social GameWorks. You may terminate this license at any time by providing Social GameWorks with written notification. Social GameWorks may terminate this license and deny you access to the game, SGW Products, and your Account at any time if you (i) breach this License, or (ii) infringe any third party intellectual property rights, or (iii) if we are unable to verify or authenticate any information you provide to us, or (iv) upon gameplay, chat or any player activity whatsoever which is, in our sole discretion, considered inappropriate and/or in violation of the spirit of the game or SGW Products as set forth in the code of conduct, or (v) for violation of Social GameWorks privacy policy. Upon termination of the license by either you or Social GameWorks, you shall immediately discontinue use of the game, the game service, and your Account. Any fees associated with your use of the game, game products and the SGW Products are not refundable in whole or in part. Your obligation to pay any accrued charges and fees shall survive any termination of this License. If your account is terminated, you will immediately forfeit the right to use all your online objects (Virtual Assets).

13. No Assignment.
This license is personal to you, and may not be assigned.

14. U.S. government restricted rights and export restrictions.
The SGW Products, game products and the game are provided with restricted rights. Use, duplication or disclosure are subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights In Technical Data And Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is Social GameWorks LLC of Kenmore, Washington. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of SGW Products, and the game or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of specially designated nationals or the U.S. Department of Commerce denied parties list or entity list. By using SGW Products, or the game you are agreeing to the foregoing and are representing and warranting that (i) no U.S. Federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the SGW Products, and the game to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

15. General.
This license is governed by the laws of the State of Washington, U.S.A.. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts of the State of Washington for all disputes arising out of or relating to this License. Use of the game or SGW Products is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions of this License. If any part of this License is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty, disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the License shall continue in effect. A printed version of this License and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this License to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.