CITY OF HEROES FAN SITE LICENSE.doc

CITY OF HEROES FAN SITE AGREEMENT

PLEASE READ CAREFULLY: THIS FAN SITE USER LICENSE (“LICENSE”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND/OR YOUR ORGANIZATION (“YOU”), AND NC INTERACTIVE, INC., ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS (COLLECTIVELY, “NCSOFT”). BY INDICATING YOUR ACCEPTANCE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR USE OF ANY GAME MATERIALS AND YOUR DEVELOPMENT AND PROVISION OF A FAN SITE ARE SUBJECT TO THIS AGREEMENT.

Subject to the terms and conditions of this Agreement, NCsoft grants you the revocable permission to create a City of Heroes Fan Site that is related to promoting the online game currently entitled “City of Heroes” (the “Game”), solely for your personal noncommercial use on a Fan Site. Fan Site” shall mean a personal, noncommercial web site, created by you, that is freely accessible to the public and dedicated to promoting the Game. This license allows you to reference the Game, conduct electronic correspondence with players of the Game, and in general, reference the ideas, experiences, and characters contained in the Game. In addition, you may capture graphics, logos, art, and the characters’ likenesses (the “Materials”) for use only on your Fan Site. Use of any NCsoft trademarks shall be in strict accordance with NCsoft’s trademark usage guidelines. If you post Materials on your Fan Site, you must also post the following notice on your Fan Site on the same web page(s) as any of the Materials: “City of Heroes game content and materials are trademarks and copyrights of NCsoft Corporation and its Licensors and used with permission. All rights reserved.” You will not represent that your Fan Site is endorsed or approved by NCsoft or that any content on your Fan Site is endorsed or approved by NCsoft. Your participation in creating a City of Heroes Fan Site is purely voluntary. You acknowledge and agree that you will not receive any compensation of any kind from NCsoft for your City of Heroes Fan Site or for your participation as a City of Heroes Fan Site provider. You acknowledge that you may stop providing content for your City of Heroes Fan Site at any time that you desire. You agree to provide NCsoft with the web address of your Fan Site so that NCsoft may inspect your site and verify compliance with this Agreement from time-to-time.

NCsoft and its licensors own all of the right, title and interest in and to the Game. Your right to reference the Game is limited to the license grant above, and you may not otherwise copy, display, perform, publish, or use any of the Game elements. You may not modify, reverse engineer, disassemble, create derivative works from, license, transfer, distribute, or sell any materials from the Game, or use the Game to further any commercial or unlawful purpose. Without limiting the foregoing, you may not use your references to the Game to sell advertising, to promote another product or business, or on any site that operates or promotes a server emulator. You may not make materials from the Game available by download from your City of Heroes Fan Site (without prior written permission of NCsoft).

NCsoft retains the right, at NCsoft’s sole discretion, to terminate and revoke this Agreement and all rights to the licensed Materials and the Game at any time, for any reason. You shall not put any inappropriate materials on the Fan Site. Some materials that NCsoft considers inappropriate for a City of Heroes Fan Site include, but shall not be limited to:

A. Hate material, including without limitation, defamatory, abusive, racially or ethnically offensive imagery, content or language;

B. Pornography or obscene or indecent material;

C. Overt Propaganda; The site cannot have an obvious political agenda, or one that has blatant messaging of slogans and attacks on religions, ethnic groups, or personalities, or that would otherwise tarnish NCsoft’s reputation. NCsoft will not link into sites that deliberately exclude large portions of the potential audience.

D. Commercial sites. Selling banner ads or offering personal creative materials is permitted. However, commercial sites whose sole and/or primary reason for existing is to serve as a marketing vehicle for a company or product shall not be permitted.

E. Use of unauthorized copyrighted materials (without prior permission from the owner of such material).

When your City of Heroes Fan Site interacts with players in the Game, please adhere to the following guidelines:

Never ask for a player’s personal password or username.

Never ask for a player’s credit card information.

Never pretend you are a paid employee of the game, and never ask to meet players in person.

Do not make any material available for download or distribution that you know (or should know) contains any computer virus of any kind.

You represent and warrant that (a) you have the right and ability to enter into this Agreement, (b) you will not, and the use of the Fan Site will not, infringe or misappropriate the intellectual property rights of NCsoft or any third party, (c) the Fan Site will not misrepresent the Game or tarnish the reputation or goodwill of NCsoft, and (d) you will comply with the Federal COPPA standards for websites directed to children under the age of thirteen (13). Information about COPPA and requirements for compliance can be found on the FTC website at http://www.ftc.gov/bcp/conline/edcams/kidzprivacy/index.html . You agree to indemnify and hold harmless NCsoft for any claims related to your Fan Site or breach of the foregoing representations and warranties. ALL MATERIALS ARE PROVIDED TO YOU BY NCSOFT “AS IS” WITHOUT WARRANTY OF ANY KIND. NCSOFT SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, EVEN IF NCSOFT KNEW OR SHOULD HAVE KNOWN OF SUCH POTENTIAL LIABILITY.

ANY USE YOU CHOOSE TO MAKE OF THESE MATERIALS IS UNDERTAKEN BY YOU ENTIRELY AT YOUR OWN RISK. NCSOFT DOES NOT WARRANT THAT THESE MATERIALS WILL NOT CAUSE DAMAGE TO YOUR COMPUTER SYSTEM, NETWORK, SOFTWARE OR OTHER TECHNOLOGY.

NCSOFT WILL NOT PROVIDE SUPPORT FOR THESE MATERIALS. PLEASE DO NOT CALL OR SEND EMAIL TO CUSTOMER SUPPORT REGARDING THESE MATERIALS, AS NCSOFT WILL NOT BE ABLE TO ANSWER THESE INQUIRIES. NCSOFT RESERVES THE RIGHT TO DISCONTINUE THE AVAILABILITY OF THESE MATERIALS, OR MODIFY THEM, AT ANY TIME, WITHOUT OBLIGATION TO ANYONE.

You must be at least 18 years old to accept this Agreement. This License is governed by Texas law (without regard to conflicts of law), and is the entire agreement between NCsoft and you regarding the subject matter herein.