PERFECT WORLD ENTERTAINMENT

SOFTWARE END USER LICENSE AGREEMENT

Date of Last Revision: July 30, 2008
This End User License Agreement (“Agreement”) is a contract between you and Perfect
World Entertainment, Inc. ("PWE," "we" or "us") for all software provided by PWE
in connection with the Games and the Service (both as defined below) together w
ith all updates, patches, supplements and replacements provided by PWE and all a
pplicable documentation (collectively the "Software").
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT Y
OU AND YOUR USE OF THE SOFTWARE. BY CLICKING "I ACCEPT" OR BY INSTALLING, COPYI
NG OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT A
ND THE RELATED TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS AND THE TER
MS OF SERVICE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. Software License. Subject to the terms of this Agreement, the Terms of
Service that governs your use of the Service (defined below), and your complianc
e with any Rules of Conduct posted on the Website (as defined below) or otherwis
e provided to you by PWE (the "Rules of Conduct") we grant you a nonexclusive, n
on-transferable license to install and use the Software, in object code form onl
y, on one or more personal computing devices under your control solely to access
and use the Service for your own personal, noncommercial entertainment use. An
y PWE software that updates, supplements or replaces the original Software is go
verned by this Agreement and is included within the definition of the term Softw
are unless separate license terms accompany such update, supplement or replaceme
nt, in which case such separate terms will govern in the event of a conflict wit
h this Agreement or as otherwise provided in such separate terms. As used herei
n, the term “Service” means collectively the PWE website located at www.perfectworld
.com (or any subsequent URL which may replace it) and all officially associated
websites and micro-sites (collectively, the "Website"), any games operated by PW
E through the Website ("Games"), and all features, functions, software and servi
ces offered through the Website.
2. License Limitations. The preceding states the entirety of your rights w
ith respect to the Software, and we reserve all rights not expressly granted to
you in this Agreement. Without limiting the foregoing, you will not do, or auth
orize or permit any third party to do, any of the following: (a) distribute, lic
ense, rent, lease, sell or transfer the Software; (b) use the Software for any c
ommercial or business purposes or otherwise for any purpose other than your own
personal entertainment use; (c) reverse engineer, decompile, disassemble or atte
mpt to discover the source code for the Software; (d) modify, alter or create an
y derivative works of the Software; (e) remove, alter or obscure any copyright,
trademark or other proprietary rights notice on or in the Software, (f) use any
third party software to modify the Software or the Service or to change game pla
y; (g) redirect, intercept or emulate any communication protocols used by PWE as
part of the Service by any means, including but not limited to protocol emulati
on, reverse engineering, packet sniffing, or modifying or adding components to t
he Software; (h) provide, host, facilitate, link to or use any private servers,
emulators, "matchmaking" services or other means by which the Games may be playe
d outside of the Service; or (i) create, use or maintain any unauthorized connec
tions to the Software or the Service. All such connections may only be made thro
ugh methods and means expressly approved by PWE, and Games may only be played on
sites hosted by (or under the authority of) PWE.
3. Changes to Agreement. PWE may amend or modify this Agreement (and the T
erms of Service and any other related agreements or terms) at any time in our so
le discretion. Amendments and modifications will be effective immediately after
publishing them on the Website or otherwise providing you a copy thereof, and y
ou waive any right you may have to receive specific notice of such changes or mo
difications. We will indicate at the top of this Agreement the date it was last
updated. You agree to and are responsible for checking this Agreement periodic
ally so you will be familiar with its contents, as it may be amended or modified
from time to time. By continuing to use the Software, you are signifying your
acceptance of any revised or updated terms. . If you do not agree to the amende
d terms, you must stop using the Software.
4. Ownership. The Software is the valuable property of PWE and its licenso
rs and is protected by copyright and other intellectual property laws and treati
es. We and our licensors own all rights, title and interest in and to the Softw
are, including all copyright and other intellectual property rights in the Softw
are.
5. Disclaimers and Consents.
(a) THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, THE SOFTWA
RE IS PROVIDED "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANT
Y OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PWE DISCLAIMS ALL WARRAN
TIES (EXPRESS OR IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE SOFTWARE
, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR ITS PERFORMANCE OR SUITABILITY F
OR YOUR INTENDED USE. WITHOUT LIMITING THE FOREGOING, PWE DOES NOT WARRANT THAT
THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, TRANSMIT D
ATA IN A SECURE MANNER, OR FUNCTION PROPERLY WITH THE SERVICE. PWE SHALL HAVE N
O LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE S
ERVICE, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA. SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION ON I
MPLIED WARRANTIES MAY NOT APPLY TO YOU.
(b) A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOS
ED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING
THE SOFTWARE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMP
TOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR
ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIO
R TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND CONSULT
YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE S
ERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DI
SORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
(c) You understand and agree that PWE may update, enhance or otherwise modif
y in any manner the Games, the Software and/or the Service at any time without n
otice.
(d) When we update or “patch” the Software, we may utilize a patch routine to ve
rify whether the most recent version of the Game is installed on your computer.
If not, the most recent version may automatically be uploaded to and installed o
n your computer, modifying or replacing any prior version of the Software that m
ay be installed on your computer, and you hereby consent to, and waive any furth
er notice of, such upload and installation. However, you understand that we hav
e no obligation to furnish any updates or patches to you pursuant to this Agreem
ent.
(e) You understand and agree that the Software may monitor and communicate i
nformation from your computer, including without limitation information relating
to hardware capacity, modifications and the presence of unauthorized third part
y programs, including programs that enable or facilitate cheating or obtaining a
n unfair advantage of any kind, allow users to modify or hack any portion of the
Software or the Service (other than as expressly authorized by PWE) or intercep
t or collect any information from or through the Software or the Service ("Unaut
horized Programs"). If the Software detects an Unauthorized Program, then the S
oftware may also communicate further information back to PWE regarding the user
and the Unauthorized Program, including without limitation information about the
users account and User ID and about the Unauthorized Program and its use. Furt
her, you understand and agree that when you communicate with other players withi
n a game or utilize any interactive features available through the Software or S
ervice, such as instant messaging, forums or chat rooms, such communications and
postings are transmitted through our servers, and we may, but are not obligated
to, monitor all such communications and postings, including those that are desi
gnated as “private.” You acknowledge that you have no expectation of privacy with re
spect to any such communications or postings, and you expressly consent to the m
onitoring and information collection described in this Section 5(d).
6. Indemnification. You agree to defend, indemnify and hold PWE, its affi
liates, independent contractors and service providers, and each of their respect
ive members, directors, officers, employees and agents ("PWE Parties"), harmless
from and against all claims, damages, costs, liabilities and expenses (includin
g, but not limited to, reasonable attorneys' fees) arising out of or related to
your use of, the Software.
7. Limitation of Liability. IN NO EVENT SHALL ANY OF THE PWE PARTIES BE LI
ABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNIT
IVE DAMAGES (INCLUDING LOSS OF PROFITS), WHETHER IN AN ACTION IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SOFTWARE,
EVEN IF A PWE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL THE AGGREGATE LIABILITY OF THE PWE PARTIES (WHETHER IN CONTRACT, WA
RRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT O
F OR RELATING TO THE SOFTWARE EXCEED FIVE U.S. DOLLARS (US$5). SOME STATES DO NO
T ALLOW THE EXCLUSION OR LIMITATION OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO T
HE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Termination. PWE may terminate this Agreement at any time, with or with
out cause, immediately upon notice to you. PWE may also discontinue the Service
, in which case this Agreement shall terminate automatically without notice to y
ou. You may terminate this Agreement by cancelling your PWE Service account ope
ned in connection with your use of the Software and deleting all copies of this
Software in your possession or control. In the event of the termination of this
Agreement for any reason: (a) the license granted to you in this Agreement will
terminate; (b) you must immediately cease all use of the Software and destroy o
r erase all copies of the Software in your possession or control; and (c) Sectio
ns 4 (Ownership), 5 (Disclaimers and Consents), 6 (Indemnification), 7 (Limitati
on of Liability), 8 (Termination), 9 (Compliance with Law), 10 (Governing Law; J
urisdiction) and 11 (General) will survive any such termination. In the event th
e Terms of Service agreement between you and PWE is terminated for any reason, t
his Agreement shall be terminated automatically without notice to you.
9. Compliance with Law. You shall comply with all applicable laws regardin
g your use of the Software, the Service and your playing of the Games. Without l
imiting the foregoing, you may not download, use or otherwise export or re-expor
t the Software except in full compliance with all applicable laws and regulation
s, including, without limitation, the laws of the United States.
10. Governing Law; Jurisdiction. Unless expressly prohibited by local law,
this Agreement is governed by the laws of the State of California, without regar
d to any conflict of law principles to the contrary. You hereby irrevocably con
sent to jurisdiction of the state and federal courts located in San Mateo County
, California with respect to any proceeding regarding this Agreement or the Soft
ware. You will not prosecute any action, suit, proceeding or claim arising unde
r or by reason of this Agreement or the Software except in such courts. The U.N
. Convention on Contracts for the International Sale of Goods or any successor t
hereto is expressly disclaimed and does not apply to this Agreement.
11. Pre-Release Versions. If the Software you have received with this Agree
ment is an alpha, beta, or other pre-release version of the Software (a "Pre-Rel
ease Version"), then the following additional terms shall apply:
(a) You will at your own risk and expense perform tests and other evaluation
s of the Software and Service. You will provide to PWE materials, information a
nd feedback on the results of such tests and evaluations (including, without lim
itation, questions, comments, suggestions, or the like) regarding the performanc
e, features, gameplay and functionality of the Software and Service (“Feedback”) and
will make yourself available to PWE on a reasonable basis for this purpose. Al
l Feedback will be the confidential information of PWE, and you will not use or
disclose any such Feedback to any third party without PWE’s prior written consent
in each instance.
(b) In consideration of your ability to use the Pre-Release Version, you her
eby grant to PWE an exclusive, royalty-free, irrevocable, perpetual worldwide ri
ght and license to reproduce, use, disclose, exhibit, display, transform, create
derivative works, distribute and otherwise exploit any such Feedback without li
mitation and without compensation of any kind. Further, we will be free to use a
ny ideas, concepts, know-how or techniques contained in such Feedback for any pu
rpose whatsoever, including, without limitation, developing, manufacturing, mark
eting and selling products and services incorporating such Feedback. We will hav
e no obligation to consider, use, return or preserve any Feedback you provide to
us.
12. General. (a) Severability. If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, or unenforceable, t
he remainder of this Agreement will remain in full force and effect. (b) Assignm
ent. You may not assign this Agreement or any of its rights under this Agreemen
t without the prior written consent of PWE, and any attempted assignment without
such consent shall be void. (c) Entire Agreement. This Agreement, together wit
h the Terms of Service and all other agreements, terms and policies incorporated
herein by reference, sets forth our entire agreement with respect to the Softwa
re and the subject matter hereof and supersedes all prior and contemporaneous un
derstandings and agreements whether written or oral.