OnLive EULA (June 2010) (Terms of Service / Community Guidelines / Privacy Policy)

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Here is the current OnLive Terms of Service / Community Guidelines / Privacy Policy.

ONLIVE, INC. LEGAL TERMS
TERMS OF SERVICE / COMMUNITY GUIDELINES / PRIVACY POLICY

TERMS OF SERVICE

Last Updated: June 8, 2010

Welcome to the OnLive® Game Service (the “Service” or “SERVICE”), a service of OnLive, Inc. (collectively, “OnLive” or “ONLIVE” or "we" or "us"). The OnLive Terms of Service (the “Terms”) govern our relationship with anyone who accesses the Service.

Please read the Terms carefully. Your use of the Service constitutes your agreement to the Terms, the OnLive Privacy Policy, and the OnLive Community Guidelines.

On an ongoing basis, OnLive makes changes and additions to the Service including but not limited to: new games, features, and functionality. Your continued use of the Service after these new changes and additions are made will indicate your acceptance of any such changes and additions and your continued acceptance of the Terms, the OnLive Privacy Policy, and the OnLive Community Guidelines.

You may not use the Service if you do not agree to be, or are unable to be, bound by the Terms, the OnLive Privacy Policy, and the OnLive Community Guidelines.

1. Privacy

The OnLive Privacy Policy, which is incorporated herein by reference, tells you about the way we handle and protect your Personal Information (as defined in the OnLive Privacy Policy) when you use the Service. We ask that you review and agree to the OnLive Privacy Policy before sharing Personal Information on the Service.

2. Community Guidelines

In order to provide a safe and welcoming environment for all of our users, we have established certain ground rules regarding your behavior on the Service that are specified in the OnLive Community Guidelines, which is incorporated herein by reference. The OnLive Community Guidelines apply to any and all User Generated Content (as defined in Section 9 below) that you contribute to the Service. Violation of the OnLive Community Guidelines may subject your OnLive Service Account (“Account” or “ACCOUNT”) to termination or suspension and/or subject you to legal action.

3. Eligibility

In order to use the Service, you must be at least 18 years of age and a current resident of the contiguous United States. You represent and warrant to OnLive that you meet the eligibility criteria in the preceding sentence.

4. Accepting and Changing the Terms

You can accept the Terms by (a) clicking to accept or agree to the Terms upon completion of Account registration or (b) accessing the Service. If you do not accept the Terms in the manner described in clause (a) but nevertheless access the Service, you will be deemed to have accepted the Terms upon such access of the Service.

We may change the Terms at any time in our sole discretion. All changes to the Terms will come into effect 15 days after the posting of such changes unless we choose to secure your immediate acceptance of revised Terms via a click-through confirmation or acceptance button. We will notify you of any changes to the Terms by announcing the changes when you start the Service or we may choose to inform users of substantial changes via e-mail. Continued use of the Service after the 15-day notice period, regardless of whether we have contacted you regarding such changes and regardless of whether you have read the changes we have made available to you, will constitute acceptance of the Terms.

5. Third Party Terms

Buying or accessing certain third party content on the Service may require you to review, and accept or decline certain third party disclosures, policies, and agreements including but not limited to third party end user license agreements, privacy policies, and terms of service (“Third Party Terms”).

You may be presented with Third Party Terms prior to your purchase or use of third party content, or wherever OnLive, in its sole discretion, deems presentation of Third Party Terms is reasonably necessary or legally required to provide proper notice to you. You can accept Third Party Terms by (a) entering your password to purchase access to or to use the third party content on the Service, (b) accessing the purchased or selected third party content through the Service, or (c) any other reasonable means by which OnLive, in its sole discretion, deems appropriate. If you do not accept Third Party Terms in the manner described in clause (a) but you nevertheless access the Service, you will be deemed to have accepted Third Party Terms upon such access of the third party content. If you choose to decline any Third Party Terms, you may do so by not purchasing the third party content referenced by the Third Party Terms or otherwise declining the Third Party Terms as provided by OnLive or the third party providing the Terms.

Please be advised that some Third Party Terms may state or imply you have certain rights to a physical product, rights to download, or install third party content to a local machine, and/or other rights associated with physical possession or control of third party content. Such statements within Third Party Terms are not applicable to use of the third party content on the Service.

In all Third Party Terms, the user agreeing to, and/or the user presented with Third Party Terms will in all cases continue to be the consumer end user of the third party content. Unless specifically stated, OnLive shall not be the intended or actual licensee, user, or recipient of any Third Party Terms. Subject to the above clarification, all other terms and conditions of any Third Party Terms shall continue to apply and be fully enforceable against users of such third party content.

6. Accounts

You do not have the right to share your Account with any third party. You are solely responsible for all activity on your Account, including violations of the Terms by any third party that accesses the Service through your Account, and for the security of your Account. You also agree to the following:

• You agree to provide and maintain an active e-mail address through which you can be reached for the duration of your Account. You agree to provide accurate and up-to-date contact and billing information to OnLive.
• You agree to use the Service only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions.
• You agree to notify OnLive of any unauthorized use of your Account, any impending or threatened event that may negatively impact the Service, security of the Service, or any other violation of the Terms known to you, including by third parties that have accessed the Service through your Account.
• You agree to not make any attempt to access the Service via any means or interface other than those which have been provided to you by OnLive, unless you have been granted explicit written permission by an authorized representative of OnLive to do otherwise.
• You agree to not engage in any activity that interferes with or disrupts, degrades, harms or threatens to harm the Service, security of the Service, our servers, use of the Service by any of our users.
• You agree to not represent to any third party that you are an OnLive employee or authorized representative of OnLive.
• You agree to not register a Player Tag (i.e. OnLive user name) that is vulgar, offensive, libelous, slanderous, discriminatory or obscene or that violates any law, or otherwise breaches the Terms.
• You agree to not transfer or share your Account with any other party. You may not transfer or share your OnLive Service login information with any other party.
• You agree to not tamper with in any manner, disassemble, reverse engineer, or otherwise modify any hardware or software of the Service made available to you.

The listing of any prohibited activities above is not exhaustive. OnLive reserves the right to determine that any conduct that is or could be harmful to the Service, our servers, or use of the Service by any of our users, is in violation of the Terms and to exercise any or all of the remedies contained in the Terms.

7. License for Materials

Any materials made accessible to you in connection with the Service will be licensed under, and subject to, the terms and conditions of the OnLive End User License Agreement (“OnLive EULA”) that is included with or provided in connection with the download, installation, and/or use of the OnLive Application Software and other related materials (collectively, the "Materials"). Your download, installation, and/or use of the Materials will constitute your acceptance of such terms and conditions of the OnLive EULA.

8. Our Content

With the exception of User Generated Content (as defined in Section 9 below), as between you and OnLive, OnLive or its affiliates, subsidiaries, licensors, or suppliers retain title to and ownership of everything on or used in connection with the Service, including, but not limited to, text; images; graphics; logos; audio and video content; visual, auditory, tactile, and motion user interfaces, and any OnLive hardware, software, or computer code (collectively, “Content”). This also includes, without limitation, the structure, design, animation, video, effects, overall “look and feel” and arrangement of Content on the Service. With regard to any gaming statistics like scores, rankings, log in/log out times, length of gameplay, and your presence on the Service, OnLive owns that content exclusively and/or shares ownership of that content with third party content providers and may grant any of our affiliates, subsidiaries, licensors, partners, or suppliers permission to use such content, including the use and display of such content publicly for the purposes of leaderboards, enhancing multiplayer gameplay, tournaments, and marketing and promotion efforts. Subject to license restrictions and these Terms, certain Content on the Service may not be available to users accessing the Service through specific client devices (e.g. Macintosh, Windows PC, MicroConsole™ TV Adapter, cell phones, tablet computers, Internet TVs, and set-top boxes). Such limitations will be specified in the Content descriptions provided prior to your purchase of any such Content, during the purchase process and/or in the EULA for any particular piece of Content which has such restrictions.

OnLive owns patents, copyrights, trademarks, service marks, trade names, trade secrets, domain names and other intellectual property, and proprietary rights throughout the world in, or to, or associated with the Content and/or the Service (the "IP Rights"), and the Content and the Service are protected by the IP Rights and all other applicable intellectual property rights and laws. Subject to your compliance with the Terms (which incorporates by reference the OnLive Privacy Policy and the OnLive Community Guidelines), OnLive grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license under the IP Rights to use the Service in accordance with the Terms, for the duration of your membership to the Service, solely for your personal and non-commercial use.

You may not modify, reproduce, distribute, create derivative works or adaptations of, publish, perform, display, transmit or in any way exploit any of the Content in whole or in part except as expressly authorized by OnLive. You may not, in whole or in part, reverse engineer, derive (or attempt to derive) any source code, modify, disassemble, decompile, or remove any proprietary notices or labels from the Service or any hardware or software associated or used in connection with the Service. Except as expressly and unambiguously provided herein, OnLive does not grant you any express or implied rights in or to the Service, any Content or any software associated or used in connection with the Service. You may not transfer, publish, display, disclose or make available any reproductions of the Service or the Content to any other parties in any way, including, without limitation, by uploading videos or images to file sharing sites, sharing or making available screen captures of the Service or any Content, or sharing or making available any source code or executable code of any software associated or used in connection with the Service. You may not rent, lease, license or sublicense the Service to others, or use the Service in any manner for the benefit of any third party.

9. User Generated Content

Any time you post a message or communication on an OnLive sponsored forum, or create, post, upload, submit, share or distribute any content through the use of the Service, including the OnLive User Community Forums, or play a game on the Service, including any user name, tag, handle, motto, avatar video or still, and including contributions via text chat, text messaging, forums, message boards, whether within or outside a game (any such message, communication, content or play, collectively, “User Generated Content” or “UGC”), you grant OnLive a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, fully paid-up license (with the right to sublicense) to use, reproduce, distribute, display, perform, transmit, modify, edit, create derivative works from, and otherwise exploit such UGC, in any form, format, or medium now known or later developed. You represent and warrant that you have the right to grant these rights to OnLive and that you will not post any content or links, user-generated or otherwise, that infringe, misappropriate or violate any privacy, intellectual property, or any other rights of any party, or that is vulgar, offensive, libelous, slanderous, discriminatory or obscene or that violates any law. You hereby waive all “moral rights” with respect to all UGC and all copyrights therein to the extent such moral rights can be waived under the existing law of any jurisdiction, and all uses thereof, and consent to any action of OnLive that would violate such moral rights in the absence of such waiver or consent.

UGC specifically excludes any gaming and Service usage statistics like scores, rankings, log in/log out times, length of gameplay, and your presence on the Service. OnLive owns gaming and Service usage statistics exclusively and/or shares ownership of that content with third party content providers and may grant any of our affiliates, subsidiaries, licensors, partners, or suppliers permission to use such content, including the use and display of such content publicly for the purposes of leaderboards, enhancing multiplayer gameplay, tournaments, and marketing and promotion efforts.

OnLive reserves the right to pre-screen, monitor, moderate, and delete any UGC that you or other OnLive users submit to the Service, including, but not limited to, posts made to public forums. However, we have no obligation to do so, and you acknowledge that you may be exposed to content you find vulgar, offensive, libelous, slanderous, discriminatory, obscene or is in violation of a law.

OnLive is a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. §230 and expressly reserves its rights to not be treated as the publisher or speaker of any information provided by another information content provider on the Service.

10. OnLive Purchases and Billing

ALL SALES ARE FINAL. ALL FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE, TRANSFERABLE, OR REDEEMABLE IN WHOLE OR IN PART. Subject to any OnLive promotional offers you may accept, OnLive may require payment of fees for the Service membership offer you select (the “Membership Plan”), third party content, any additional items and services that may be available through the Service, and any applicable taxes. You must register for an Account and sign up for a Membership Plan in order to access the various features of the Service and pay for any third party content. All purchases are charged in U.S. dollars.

By registering for the Service, you represent that you are at least 18 years of age or older and that you are authorized to use a credit card. A credit card is required to sign up for the Service. You must also be authorized to use any subsequent credit card in the event you change or update the credit card you used to register. By signing up for a Membership Plan, you expressly authorize OnLive to charge you for services and products purchased under your Account including but not limited to required or optional fees associated with maintaining an active Membership Plan in good standing (the “Membership Fees”), third party content, any additional items and services that may be available through the Service, and any applicable taxes. OnLive will bill you for recurring Membership Fees on the corresponding day (or a day reasonably close to the corresponding day) of each month you signed up for the Service until you suspend or close your Account.

Prices for any third party content are subject to change at any time without notice. OnLive reserves the right to change the pricing and billing practices for the Service at any time. In the event OnLive makes any price increases or substantially alters its billing practices for the Service, we will provide you with at least thirty (30) calendar days notice via the email address you have provided in your Account. If you do not consent to these changes, you must stop using the Service and close your Account immediately. In the event your Account is closed or suspended for any reason, OnLive reserves the right to charge you for any costs, surcharges, or debts still pending on your Account. You may not register a new OnLive Account until all costs, surcharges, and debts are settled for any prior OnLive Account that you have used, or have been used with the same credit card or email address.

11. MicroConsole TV Adapter

If an OnLive MicroConsole™ TV Adapter (the “MicroConsole TV Adapter”) is provided to you (either by OnLive or a third party), the Terms apply fully to access and use of the MicroConsole TV Adapter. Your access of the Service through the MicroConsole TV Adapter is also governed by the Terms. Use of the MicroConsole TV Adapter confirms your agreement to:

• Accept the Terms, Third Party Terms, and any subsequent changes.
• Accept any software updates and upgrades sent to the MicroConsole TV Adapter.
• Accept any different or additional terms applicable to the third party components included with the MicroConsole TV Adapter.
• Not tamper with in any manner, disassemble, reverse engineer, or otherwise modify the MicroConsole TV Adapter.
• Not derive (or attempt to derive), modify, decompile, or remove any software code from the MicroConsole TV Adapter.
• Not remove any proprietary notices or labels from the MicroConsole TV Adapter.
• Use any software in the MicroConsole TV Adapter only in executable form and solely in conjunction with the MicroConsole TV Adapter.

Upon closure or suspension of your Account or upon an earlier request by OnLive, you agree to promptly return the MicroConsole TV Adapter provided to you, if any, to OnLive or its designated agent, at OnLive’s expense, in accordance with OnLive’s instructions. The Terms applicable to the MicroConsole TV Adapter will apply to you in full until such time as you return the MicroConsole TV Adapter.

12. Suspending Your Account

You may suspend (i.e. temporarily deactivate) your Account at any time, for any or no reason, for up to twelve (12) months by contacting OnLive Customer Service from the Support section of the OnLive website. Also, OnLive may suspend an Account, or resume a suspended Account, under certain conditions specified in the Terms, including, for example, the expiration or renewal of your Service membership term. You or OnLive may resume (i.e. reactivate) a suspended Account, if the Account is in good standing and any outstanding concerns have been addressed, at any time during the suspension.

Suspending your Account will temporarily disable your access to the Service using the suspended Account, and temporarily disable your access to all content or services on the Service that the Account would otherwise have access to, if any, whether purchased or not. Resuming your Account will restore your access to the suspended Account, and restore your access to content and services that are still available to you after the time that has elapsed during the suspension period or provide access to content and services that became available to you during the suspension. During this time, OnLive will retain all of your information, including your Personal Information, just as if the Account is in active use so as to enable OnLive to (a) keep track of any content or service expirations or activations during the suspension period, and (b) reactivate your Account if it is resumed during that twelve (12) month period. During the suspension period you, or OnLive under certain conditions specified in the Terms of Service, may close your Account, per the terms described below in Closing Your Account. OnLive will close your Account if it not resumed within twelve (12) months of the last suspension. If you decide to suspend your Account, please contact OnLive Customer Service from the Support section of the OnLive website.

The Terms will continue to apply to you in full from the time you accept the Terms, as set forth in the “Accepting and Changing the Terms” section herein, throughout your Account suspension and until your Account is closed by either you or OnLive.

13. Closing Your Account

CLOSING YOUR ACCOUNT WILL RESULT IN PERMANENT LOSS OF ACCESS, CONTENT, SERVICES AND VALUE ON THE ONLIVE SERVICE. ONLIVE URGES YOU TO CONSIDER SUSPENDING YOUR ACCOUNT, PER THE “SUSPENDING YOUR ACCOUNT” SECTION ABOVE. RATHER THAN CLOSING YOUR ACCOUNT, PLEASE READ THIS “CLOSING YOUR ACCOUNT” SECTION CAREFULLY BEFORE PROCEEDING WITH CLOSURE.

You may close your Account at any time, however, OnLive may close an Account if the Account is suspended and not resumed within the twelve (12) month maximum suspension period, as detailed in the “Suspending Your Account” section, above, or under certain conditions specified in the Terms of Service. Closing your Account will immediately and permanently terminate your access to the Service using the closed Account; immediately and permanently terminate your access to all content, messages, services on the Service that the closed Account would otherwise have access to or could derive value from; and result in your immediate and permanent forfeiture of any coupons, access passes, credits, or anything that may be of value directly or indirectly associated with the Account, if any, whether purchased or not. Any remaining payments due on the Account will remain due and collectable after the Account is closed until they are repaid. If you decide to close your Account, please contact OnLive Customer Service from the Support section of the OnLive website. Within six (6) months after closing your Account or after any payments due on the Account are paid, whichever is later, we will delete all Personal Information other than (a) login-related information, such as your Player Tag, password, and email address, and (b) financial records as required for accounting, revenue-reporting and tax-reporting purposes. We will retain your Personal Information for up to six months or until fees due are repaid after closing your Account to provide a means to restore the Account in the event of an erroneous closure, to mitigate potential Account misconduct and to facilitate collection of any payments due. We will retain transaction-related information as required by law, to meet the requirements of our corporate accounting practices or as required to fulfill our obligations to our content and service providers and licensors. Please note that even after you remove information from your Account or delete your Account, copies of that information may remain viewable elsewhere to the extent such information has been shared with others, it was otherwise distributed, or it was copied or stored by other users.

OnLive does not delete login-related information, such as your Player Tag, password, or email address. We keep this information in order to prevent fraudulent conduct under your Account and to enable us to adhere to your requests either to send or not to send marketing-related communications to you.

If you engage in any repeated or objectionable misconduct, to be determined within OnLive’s sole discretion, OnLive reserves the right to either suspend or close your Account, in OnLive’s sole discretion, immediately and without notice as set forth in the “Suspending Your Account” and “Closing Your Account” sections herein. Refer to the OnLive Community Guidelines for examples of objectionable conduct.

The Terms will continue to apply to you in full from the time you accept the Terms, as set forth in the “Accepting and Changing the Terms” section herein, until your Account is closed by either you or OnLive.

Survival

Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23 of the Terms shall survive any expiration or termination of the Terms, or your Account. The Privacy Policy will survive termination of the Terms, or your Account in accordance with its terms.

14. Copyright Policy

OnLive respects the intellectual property of others and we expect our users to do the same. If you are a copyright owner or authorized to act on behalf of a copyright owner and believe that any content or material provided through or in connection with the Service infringes any copyright you own or for which you are authorized to act on behalf of the copyright owner, please provide OnLive’s Agent for Notice with written or electronic notice containing the following:

DMCA Notice of Alleged Infringement ("Notice")

1. A description of the copyrighted work(s) you claim has been infringed.

2. A description of the allegedly infringing content or material, including the location on the Service of the allegedly infringing content or material with sufficient detail to enable us to locate it on the Service.

3. Your address, telephone number, and e-mail address.

4. Both of the following statements outlined in the Notice:

a. “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”

b. “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner of, or authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed.”

5. Your full legal name and your electronic or physical signature.

Please send all of the above to:

Copyright Agent
c/o OnLive, Inc.
181 Lytton Ave.
Palo Alto, CA 94301
Main: (650) 543-5500
Fax: (650) 543-5595

Or by e-mail to:

copyrightenforcement@onlive.com

15. Disputes

You agree to handle any disputes between you and OnLive in accordance with the policy outlined below, the OnLive Privacy Policy or as otherwise agreed in writing between you and OnLive. As an alternative to litigation, we will consider reasonable requests to resolve any dispute through dispute resolution procedures such as arbitration or mediation.

Governing Law and Jurisdiction

The Terms shall be governed by and construed under the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. Any action or proceeding brought to adjudicate any dispute related to the Terms, OnLive Privacy Policy, OnLive Community Guidelines, or the Service shall be brought in the County of Santa Clara, California (if under State law) or the Northern District of California (if under Federal law), except as otherwise agreed by the parties in writing.

Arbitration

OnLive will make a confidential binding arbitration option available for any claim (excepting injunctive relief and specific performance) where the total amount of the award sought is less than $10,000. Any such arbitration shall take place before an arbitrator from the Judicial Arbitration Mediation Service (“JAMS”) as mutually agreed upon by you and OnLive and shall proceed in accordance with the then current rules and procedures of JAMS mutually agreed upon by you and OnLive in writing. The arbitration shall take place in Palo Alto, California.

16. Injunctive Relief

If you breach or indicate your intention to breach the Terms (including, without limitation, in a manner that infringes, misappropriates or violates any intellectual property or privacy rights or may cause irreparable or continuing harm), OnLive may seek injunctive relief against you, or any other appropriate relief.

17. Representations and Warranties

You represent and warrant that (i) you have the full power and authority to enter and perform under the Terms, (ii) the execution and performance of your obligations under the Terms does not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, and (iii) the Terms are a legal, valid, and binding obligation of you, enforceable in accordance with its terms and conditions.

18. Indemnification

You agree to defend, indemnify and hold OnLive, its directors, officers, employees, contractors, affiliates, suppliers, and licensors (collectively “OnLive Indemnified Parties”) harmless from any liability, damage, settlement, loss, or expense (including, without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or made against any of the OnLive Indemnified Parties arising out of or relating to (a) any violation by you of any of the Terms, (b) any act or omission by or on behalf of you or arising out of your use of the Service, (c) any unauthorized modification or alteration of any hardware or software made available to you in connection with the Service and/or (d) any information, content or materials (including, without limitation, any Feedback (as defined below) or UGC) provided or made available by you. If you have to indemnify any of the OnLive Indemnified Parties under this Section 17, OnLive and/or the relevant OnLive Indemnified Parties will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without OnLive’s prior express written permission.

19. DISCLAIMER

ONLIVE PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ONLIVE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ITS USE (I) WILL BE UNINTERRUPTED, (II) WILL BE FREE OF INACCURACIES OR ERRORS, OR (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL SOFTWARE COMPONENTS. ONLIVE UTILIZES THE INTERNET, WHICH BY ITS VERY NATURE CAN BE UNRELIABLE AND UNPREDICTABLE. INTERNET CONNECTION AND RELIABILITY PROBLEMS MAY REDUCE SERVICE QUALITY AND IN SOME CASES MAKE THE SERVICE UNAVAILABLE. ONLIVE DISCLAIMS ANY LIABILITY ASSOCIATED WITH PROVISION OF THE SERVICE OR FAILURE TO PROVIDE THE SERVICE ASSOCIATED WITH INTERNET CONNECTION AND RELIABILITY PROBLEMS. IN ADDITION TO AN INTERNET CONNECTION, THE SERVICE ALSO REQUIRES SUITABLE, CAPABLE, RELIABLE, AND FULLY OPERATIONAL DEVICES AND SOFTWARE, WHICH ARE ALL OUTSIDE OF ONLIVE’S CONTROL. ONLIVE DISCLAIMS ANY LIABILITY ASSOCIATED WITH PROVISION OF THE SERVICE OR FAILURE TO PROVIDE THE SERVICE ASSOCIATED WITH DEVICES AND SOFTWARE OUTSIDE OF ONLIVE’S CONTROL SUCH AS COMPUTERS, DISPLAYS, TELEVISIONS, INPUT DEVICES, SWITCHES, ROUTERS, FIREWALLS, OPERATING SYSTEMS, AND BROWSERS. ONLIVE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE, STATEMENTS OR INFORMATION OBTAINED BY YOU FROM ONLIVE OR ANY OF ITS REPRESENTATIVES OR FROM ANY THIRD PARTY OR THROUGH THE SERVICE SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THE TERMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW. ONLIVE IS NOT RESPONSIBLE FOR ANY INTERNET, TELEPHONE, WIRELESS, OR OTHER FEES ASSOCIATED WITH YOUR USE OR ACCESS OF ANY SERVICE, PRODUCT, OR CONTENT THROUGH THE ONLIVE SERVICE, INCLUDING YOUR USE OR ACCESS OF ANY FREE SERVICE, PRODUCT, OR CONTENT THROUGH THE ONLIVE SERVICE.

20. LIMITATION OF LIABILITY

IN NO EVENT WILL ONLIVE OR ANY OF ITS AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU OR FOR ANY LOSS OF PROFIT, LOSS OF GOODWILL, WORK STOPPAGE, LOSS OR CORRUPTION OF DATA, SOFTWARE OR HARDWARE (INCLUDING, WITHOUT LIMITATION, COMPUTER) FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES ARISING FROM OR RELATING TO ANY USE OF THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND EVEN IF ONLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND THAT ONLIVE WILL IN NO EVENT BE LIABLE FOR ANY CHANGES WHICH ONLIVE MAY MAKE TO THE SERVICE OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE OR ANY OF ITS FEATURES, EVEN IN THE EVENT OF, WITHOUT LIMITATION, FAULT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF ANY REPRESENTATION OR WARRANTY. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES AND LOSSES APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

21. Severability

If any provision of the Terms is held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. This shall, in no way, affect the validity and enforceability of all other provisions in the Terms.

22. Miscellaneous

You and OnLive are independent parties, and nothing in the Terms constitutes a partnership or joint venture between you and OnLive or makes either party the agent of the other. Unless otherwise specified herein, the Terms, the OnLive
Privacy Policy, and the OnLive Community Guidelines constitute the entire agreement between you and OnLive with respect to the subject matter hereof and supersede all prior or contemporaneous communications, negotiations and proposals with respect to such subject matter. You may not assign or transfer the Terms or any of your rights or obligations under the Terms (whether by operation of law or otherwise) without the prior written consent of OnLive.

23. Beta Program

OnLive may from time-to-time establish a Beta program (“Beta”) to give certain users an opportunity to test and experience additional new features of the Service, pay for and use third party content, and gather feedback on the new features and content on the Service. Any and all information made available to you by virtue of your participation in a Beta, whether furnished to you directly by OnLive or learned by you through your access to a Beta, is confidential to OnLive. For example, you may not do any Tweets, Facebook posts, or other online posting of details, and you may not post or otherwise communicate screenshots, or videos, or any other content whatsoever about your participation in a Beta.

You may disclose that you are a participant in a Beta, but you may not discuss with or disclose to any third party any information you learn through a Beta including your opinions regarding a Beta. If you are chosen to participate in a Beta, you will:

• Carry out the testing in connection with a Beta personally. You will not display or provide access to the Service to any other person.
• Use your best efforts to secure your system and the Beta against unauthorized access or disclosure.
• Never disclose any information about a Beta, including, without limitation, any information about the Service provided or made available by OnLive or any screenshots, video, or code to any third party.
• Never discuss gameplay, quality of service, or bugs encountered while using a Beta anywhere outside of OnLive’s provided in-site forums and customer support.
• Delete and destroy all information related to a Beta in your possession or control immediately upon the request of OnLive, and confirm deletion and destruction of such information if requested to do so by OnLive.

You agree that any breach by you of this confidentiality provision will cause irreparable harm to OnLive, and OnLive is entitled to seek ex parte injunctive relief to prevent the breach or threatened breach of your obligations.

As a Beta user, you agree to:

• Test and evaluate a Beta and/or devices to be used with the Beta, including, but not limited to, audiovisual content, features, functionality, capabilities, operation, Service performance and device performance.
• Inform OnLive of any bugs or other defects you encounter in connection with the Service.
• Receive all software updates and upgrades, if any, that OnLive sends to the Service, or any hardware or software associated or used in connection with the Service.
• Comply with reasonable requests and instructions from OnLive in connection with Beta, which may be provided from time to time during a Beta, including, but not limited to, requests and instructions to test or evaluate specific aspects of the Service.
• Provide OnLive with your comments, feedback, evaluations, analyses, suggestions and recommendations regarding a Beta (“Feedback”), all as voluntarily provided by you or as may otherwise be requested by OnLive.

Your participation in a Beta is strictly voluntary and for your enjoyment. While your participation in a Beta is helpful, you understand that it is not a vital part of the development of the Service so as to give you any right to compensation. Participation in one phase of a Beta does not entitle you to participation in any other phase of a Beta, if any, or to any compensation with respect to the Service. You acknowledge and agree that your participation in a Beta (or any phase of a Beta) does not give you any claim of ownership to any part of the Service.

All Feedback that you provide or make available to OnLive during a Beta, however communicated by you and whether at OnLive’s request or not, shall be the sole and exclusive property of OnLive, and you hereby irrevocably assign to OnLive all of your right, title and interest in and to such Feedback, including, without limitation, any and all intellectual property rights in or to any such Feedback. Without limiting the generality of the preceding sentence, you agree that OnLive and its successors, assigns and licensees shall have the perpetual and irrevocable right to reproduce, modify and otherwise use and exploit all of the Feedback (and any and all portions and derivatives thereof) in any manner now known or hereafter devised for any purposes, including, but not limited to, in connection with the development and exploitation of the Service or any other product or service, without any compensation or the provision of any credit to you. You hereby waive all “moral rights” with respect to all Feedback and all copyrights therein to the extent such moral rights can be waived under the existing law of any jurisdiction, and all uses thereof, and consent to any action of OnLive that would violate such moral rights in the absence of such waiver or consent.

All other terms in the OnLive Terms of Service continue to apply to your participation in a Beta.



COMMUNITY GUIDELINES
Last Updated: June 7, 2010

Welcome to the OnLive® Community! In order to provide a safe and welcoming environment for users of the OnLive® Game Service we have established a few ground rules regarding your behavior in connection with the Service, as described in these OnLive Community Guidelines (the “Guidelines”). The OnLive Game Service (the “Service” or “SERVICE”), is a service of OnLive, Inc. (collectively, “OnLive” or “ONLIVE” or "we" or "us"). The Guidelines apply to all of your contributions to and participation in any OnLive-sponsored service offering, website, communications system or forum, including, without limitation, any content you create, post, upload, submit, share or distribute through the use of the Service, including any OnLive User Community Forums (the “Forums”), through gameplay on the Service, and including any Player Tag (i.e. OnLive player user name); handle; motto; video, animated, or still image avatar, and including contributions or interactions via text, audio or video chat, via text, audio or video messaging, via forums or via message boards, whether within or outside of a game (“User Generated Content” or “UGC”). The Guidelines are incorporated by reference into our Terms of Service.

The Guidelines are instructive but not exhaustive. OnLive shall have sole discretion to address any behavior or other UGC it considers inappropriate, regardless of whether the specific conduct is expressly prohibited by these Guidelines.

OnLive will evaluate each incident and take whatever action it deems appropriate, which may include temporary or permanent suspension or closure of your access to all or part of the Service.

1. Be polite

Everyone wants to enjoy his or her time on the Service. Each user must ensure that his or her User Generated Content does not detract from any other user’s experience using the Service. In particular, creating, posting or linking to any of the following is prohibited (“Prohibited Content”), subject to OnLive’s sole discretion:

• content that is defamatory, libelous, slanderous, discriminatory, obscene, vulgar, pornographic, sexually explicit, harmful, invasive of a person or entity’s privacy or publicity rights, abusive, inflammatory, in violation of any applicable law or otherwise objectionable or insulting;
• content that directly or indirectly harasses, threatens, embarrasses, or causes distress or discomfort to another user or third party, such as repeatedly sending unwanted messages or making insulting or offensive statements about race, ethnicity, gender, sexual orientation, nationality, religion or religious figures, etc. Personal attacks, hate speech and harassment will not be tolerated;
• content that disrupts the normal flow of dialogue in any Forums, such as content listed under the prior two bullets, abusiveness, disrupting communications (e.g. causing the screen to scroll faster than other participants are able to type, posting repetitive text, use of excessive “shouting” (all caps), repeatedly interrupting others in voice chat, etc.);
• attempts to impersonate another person, such as an OnLive representative or a celebrity, or attempts to mislead participants by indicating that you are affiliated with OnLive or its partners; and
• content that refers to real life violence, use of illegal drugs or engaging in illegal activities.

2. Be respectful of the OnLive community

OnLive provides a variety of community and social networking features, including avatars, Player Tags, Spectating, messaging, Brag Clip™ videos, user profiles and friends, that enable OnLive users to express themselves, report upon their activities and interact with one another for the benefit of the OnLive community overall. These features are not to be used in any manner that harasses or annoys other users, nor are these features to be used in a manner that detracts from any other user’s experience using the Service, subject to OnLive’s sole discretion.

You must respect the right of others to decline or discontinue communication or being friends with you, and not seek afterward to reestablish communications or being friends (directly or indirectly).

While creative use, such as machinima animations, is encouraged, you must not, via actions during Spectating, Brag Clip videos, or other means, create content that would detract from the experience of other users, or would otherwise be harassing annoying, harmful, invasive of a person or entity’s privacy or publicity rights, in violation of any applicable law or otherwise objectionable, subject to OnLive’s sole discretion.

For everyone's benefit, please ensure your participation in any Forum is on topic. Users must refrain from discussing personal matters, abusing any person, company or product, or, in general, from posting in a manner unrelated to use of the Service, subject to OnLive’s sole discretion.

Other inappropriate and unacceptable behavior includes, subject to OnLive’s sole discretion:

• posting or linking to your own or anyone else’s personal information on the Service (other than as expressly directed by OnLive), including but not limited to name, physical or email address, age, phone number or credit card information;
• posting content which is created to “bump” an existing topic or to evade any word filter;
• multiple duplicative posts or intentionally creating duplicate threads about existing topics;
• discussion about participant bans or other disciplinary action taken by OnLive against you or another participant, including correspondence between a participant and an OnLive administrator or moderator;
• discussions on violating any OnLive policy or agreement;
• requesting anyone else’s personal information, such as an account number, address, password or credit card number; and
• abusing the abuse reporting and help features by sending false alarms or inaccurate messages.

3. Keep it spam-free

The Service may not be used for the promotion of third party services, products, websites, or organizations. Posting or linking to content that would constitute advertising, promotional messaging, junk mail, spam, pyramid schemes, chain letters, or any other form of unauthorized solicitation or commercial activity is strictly prohibited.

4. Keep it legal

You must obey all applicable laws, regulations and rules that apply to your activities in connection with the Service. You may not use, post or link to any of the following types of material:

• content that you do not own or have permission to freely distribute (see Terms of Service, Section 8);
• content that would infringe on any patent, trademark, trade secret, copyright, or other intellectual property rights of any party;
• content that contains software viruses, “auto,” “macro” or “cheat utility” software programs, or any other computer code or files that are designed to disrupt, damage, or limit the functioning of any software or hardware;
• content that is illegal under any local, state, federal, or international law, rule, regulation or treaty; and
• content that promotes or encourages any illegal activity, including illegal hacking or distribution of software or systems.

5. Moderators/Administrators

The Service may be monitored by “Moderators” and “Administrators”, who are identified as such. OnLive Moderators and Administrators are the only source within the Service, OnLive websites, or Forums for official information regarding OnLive products and services. Any other postings on the Service, OnLive websites or Forums, like all other third party content, are the sole responsibility and the personal views of the person posting the information and such information is not endorsed or controlled in any way by OnLive.

From time-to-time, OnLive may designate certain participants as “Community Leaders.” This designation does not create an employee or agency relationship between OnLive and the designated participant, does not make the participant a company spokesperson, nor does it imply any endorsement of the participant or his or her postings. Instead, the designation only allows other members of the OnLive Community to know which participants have been helpful, have provided constructive advice and have set a positive example and tone. Like any information posted on the Forums, the opinions and advice provided by Community Leaders are their own.

6. Special considerations for OnLive employees and affiliates

Employees of OnLive or companies that do business with OnLive may only participate in the Service, OnLive Websites, or Forums in a personal capacity and not as representatives of OnLive or their respective employers. This includes, but is not limited to, individuals employed by companies who provide content or products offered through the Service.

7. Control over content and access

Each participant is solely responsible for his or her own User Generated Content. OnLive does not control or endorse such content and OnLive has no obligation to monitor the message boards or the content posted to the Service by participants. OnLive accepts no responsibility for such content. However, OnLive retains the right, at its sole discretion, to limit participants’ access to all or part of the Service and to edit or delete material that, in OnLive's sole judgment, does not comply with the current Guidelines or the Terms of Service, or that is otherwise inappropriate, harmful, objectionable, or inaccurate. OnLive is not responsible for any failure or delay in removing such material.

If you encounter another user who you believe is violating any of the Guidelines, please report this activity to OnLive at abuse@onlive.com.

8. DISCLAIMER; LIMIT OF LIABILITY

ONLIVE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT ON INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT THAT APPEARS IN THE FORUMS, OR ANY UGC THAT APPEARS IN THE SERVICE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON SUCH CONTENT. ONLIVE WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT IN THE FORUMS, OR ANY UGC IN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN SUCH CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY SUCH CONTENT. This disclaimer and limitation on liability is in addition to the disclaimers and limitations contained in the Terms of Service. In case of discrepancy between these Guidelines and the Terms of Service or OnLive's Privacy Policy, the Terms of Service and the OnLive Privacy Policy will govern.



PRIVACY POLICY
Last updated: June 10, 2010

1. INTRODUCTION

OnLive, Inc. (collectively, "OnLive" or "we" or "us") is committed to protecting the privacy rights and personal information of our online visitors and users. We have adopted the OnLive Privacy Statement ("Privacy Policy") to explain our policies and practices regarding how we collect, store, use, and protect the information you provide to us.

Scope of this Privacy Policy

This Privacy Policy covers the information practices for the following websites and service: onlive.com and any other OnLive-owned domain names that point to onlive.com (collectively, the "OnLive Websites" or "Websites"); and the OnLive Game Service (the “OnLive Service” or “Service”), which includes OnLive Customer Service (“CS”). Other websites and services owned and/or operated by or for OnLive contain their own privacy policies. This Privacy Policy only applies to information submitted and collected online by, through, or via the OnLive Websites and Service. This Privacy Policy is available for review on the Service and the OnLive Websites.

Contact Us

If you have any comments, questions or complaints about this Privacy Policy or our information collection practices, please contact us via email at privacy@onlive.com; or, by regular mail to OnLive Inc.: 181 Lytton Avenue, Palo Alto, CA 94301, Attn: Privacy Policy Administrator.

ESRB Certification

This Privacy Policy and the ESRB certification seal available at http://www.onlive.com/legal/privacypolicy confirm that OnLive is a valid licensee and participating member in the Entertainment Software Ratings Board (“ESRB”) Privacy Online Certified Program. To protect your privacy, we have voluntarily undertaken this privacy initiative. The ESRB has reviewed and certified that the OnLive Websites and Service meet established online information collection and use practices. As part of the ESRB certification program, we are subject to frequent audits of our Websites and other enforcement and accountability mechanisms administered independently by the ESRB.

Safe Harbor

OnLive adheres to a self-regulatory program in connection with the Safe Harbor framework developed by the U.S. Department of Commerce and the European Union. As part of our participation in the Safe Harbor, we agree to resolve all disputes you have with us in connection with our policies and practices through the ESRB.

2. THE INFORMATION WE RECEIVE

There are several categories of information that we receive from you when you use the OnLive Websites and Service: (A) information you provide to us; (B) information we collect from you; (C) information third parties collect from you; and (D) information we collect from other users that you provide to us.

We do not require you to submit any more information than is necessary to use the Websites or Service effectively. You may visit and browse the informational sections of the Websites without providing any personal information. When we ask for personal information on the Websites and Service to, for instance, participate in an activity, set up an OnLive Service Account (“Account” or “ACCOUNT”) or make a purchase, we will not require anyone to disclose more personal information than we believe is reasonably necessary to participate in such activities. Each of the categories of information we receive from you is discussed below:

A. Information You Provide to Us

Personal Information: When you sign up for OnLive’s Websites or Service, you may provide a variety of personal information including your first and last name, gender, email address, contact phone numbers, birth date, and mailing address. If you subscribe to the Service or make a purchase, you will provide credit card information, including credit card number, security code, expiration date, a shipping address (if necessary), and billing address. You may also provide additional personal information that you choose to include in an email that you send to us via the Websites, the Service, or through a resume you submit in connection with your interest in working for OnLive or one of its respective subsidiaries or affiliates. All of the above personal information is collectively referred to as “Personal Information” in this Privacy Policy.

Non-Personal Demographic Information: If you choose to complete surveys or your Player Profile, you may provide certain demographic information about yourself such as information about your lifestyle, personal tastes, purchasing habits, city and state, education, job, and income.

B. Information We Collect From You

In connection with our provision of the Websites and Service, we may collect the following non-personal information from you. The information identified in this section is combined with Personal Information in order to assist OnLive CS with community management, customer support, and technical support.

Information About Your Computer and Connection to the Internet: We may collect information about your computer, hardware, software, platform, media, Internet IP address, connection information, geographic IP information, and details concerning your Internet service provider.

Cookies: Cookies are small pieces of information that are stored by your browser on the hard drive or memory of your computer or Internet access device. These cookies enable us to personalize your experience on the Websites, maintain a persistent session, passively collect demographic information about your computer and monitor advertisements and other activities. For example, cookies can advise us whether you have visited one of the OnLive Websites previously, and/or may contain other information that will facilitate your next visit to one of the OnLive Websites. Cookies do not include or collect Personal Information but rather, they identify your computer, usually by its Internet Protocol (“IP”) address. An "IP address" is a temporally unique number that can be used to identify your computer whenever you log on to the Internet.

Please remember that with most modern browsers you always can disable cookies or set your browser to alert you when cookies are being sent to your computer. The decision to disable cookies, however, may prevent you from being able to use certain portions of the OnLive Websites.

Clear GIFs: Clear GIFs are small graphic images (in GIF or other image format) placed on a web page, web-based document, or in an e-mail message. Clear GIFs are invisible to the user because they are typically very small (e.g., only 1-by-1 pixel) and either transparent or the same color as the background of the web page, document or e-mail message. We do not use clear GIFs to collect Personal Information about you. We may, however, use clear GIFs to capture statistical usage information for our web pages, features or other elements on a web page. We may correlate this information to a user to personalize user experience and for statistical analysis of user experiences on our web pages.

Website & Service Logs: OnLive may collect information in the form of Website and/or Service logs (collectively “Logs”). These Logs are files that record activity on the Websites and Service and gather statistics about users' activities, such as how many users have visited the Websites, how often, how many "hits" a particular webpage has received, sign-in and sign-off times for the Service, type and quality of the user’s Internet connection to the Service, identification of the user’s hardware and software running the Service, which features on the Service you used, and the frequency of use. The entries comprising the Logs contain IP addresses, user IDs, and identification of the Internet service provider that provides your connection to the Internet. Generally, we use the Logs to operate and improve the Websites and Service, to identify the popularity of certain features, to assist with internal marketing and demographic studies, to enable us to assess overall efficiency and activity on the Websites and Service, and to assess users' web-browsing and Service activities, preferences, and habits. We also use the Logs to monitor traffic on the Websites and Service, to troubleshoot technical problems, to support OnLive CS operations, for security reasons, and to foster the safety of the Websites and Service.

Player Tags and Player Profiles: Player Tags are unique OnLive identifiers that can be seen on the OnLive Websites and Service. Player Profiles are personal summaries that may include the user’s Player Tag, presence on the Service, last log-on, use of content, gameplay statistics, and stated city/state location that can be seen on the OnLive Websites and Service. In some cases, Player Tags and Player Profiles from the OnLive Websites and Service, may be made public by OnLive, our affiliates, subsidiaries, licensors, partners, or suppliers for the purposes of leaderboards, enhancing multiplayer gameplay, tournaments, and marketing and promotion efforts. Because Player Tags and Player Profiles may be widely viewed we caution users to avoid using any personally identifiable information when creating Player Tags and Player Profiles.

Brag Clips and Spectating: The Brag Clip™ video feature allows OnLive to make a video recording of some or all of your gameplay. Spectating allows OnLive to make available continuous viewing of the video of some or all of your gameplay, either live or delayed. Both OnLive features may show your Player Tag/Profile together with Brag Clip or Spectating video of your gameplay. Other people may view Brag Clip and Spectating video either through the Service or through other video delivery services or by means of recorded video media. You may choose to limit Brag Clip and/or Spectating video viewing to only OnLive users you’ve identified as Friends (described below), or to limit such viewing to no one other than yourself. If at any time you do not limit viewing of Brag Clip and Spectating video, OnLive may from that point forward use such videos both on the Service and externally for other purposes, including demonstrations, tournaments, marketing, promotional efforts, game refinement, engineering analysis or any other purpose. In some cases, use of certain game features or participation in certain promotions, tournaments and other activities will require you to allow other people to view Brag Clip and/or Spectating video. Because Brag Clip and Spectating video may be widely viewed, we caution users to avoid revealing any personally identifiable information during gameplay. Brag Clip and Spectating video are by default viewable by all OnLive users. You may disable viewing of these features through the Service.

Communications Within the Service: OnLive may collect user email, instant messaging sessions, video, voice and text chats, online group activity, and any other forms of communication within the Service. Any user communications within the Service should not be considered private and such communications may be viewed and/or heard by others as part of gameplay, for example, as part of Brag Clip and Spectating video. OnLive is under no obligation to monitor user communications but will act on reports of misconduct or abuse of communications privileges. Because communications may be widely viewed and/or heard, we caution users to avoid revealing any personally identifiable information through communications. Additionally, OnLive may collect any communication between users and OnLive CS, including email, chat, voice and video communications, as well as any information sent from the user to OnLive CS, such as screen captures, video or audio recordings or data. OnLive CS may use such information as part of its customer service operations including collecting statistics, maintaining quality control and generating trouble tickets, which may be shared with appropriate OnLive internal groups or OnLive partners to address the problem or issue. OnLive CS will share such communication with emergency services and/or law enforcement agencies, or with other agencies as required by law.

C. Information Third Parties Collect From You

In some cases, access to third party content (e.g., games, other related game content, demos, trailers, videos, and graphics) requires connection to the third party content provider’s game server in addition to the OnLive Service. Such connections to a third party content provider’s server may be necessary in order to enable gameplay and/or access to certain content features. When this is necessary, the third party content provider will identify the nature of their data collection as well as the type of information collected in their terms of service, privacy policy, end user license agreement, and any other relevant disclosures. You may be required to accept a third party content provider’s terms of service, privacy policy, and end user license agreement (collectively, “Third Party Terms”) during the third party content purchasing process. You will have an opportunity to do this before you make the actual purchase. If you accept Third Party Terms, any information that is provided by you to the third party content provider or collected from you by the third party content provider will be subject to the applicable Third Party Terms.

D. Information We Collect From Other Users

Friends: OnLive provides social networking features that allow OnLive users to become “Friends” with each other. The Friends social networking feature allows you to identify certain OnLive users that you wish to distinguish from the general population of OnLive users. You may invite other users to become your Friend, and other users may invite you to become their Friend. Accepting a Friend request is voluntary, and you and/or other users may terminate a Friend association at any time. Only Friends have access to certain information, communications and video relating to your gameplay and Player Profile, including your list of Friends. Also, Friends of your Friends, and Friends of these Friends, etc., will have access to certain information, including but not limited to your list of Friends, Player Profile, and Brag Clip videos. You may stop sharing information with a specific Friend at any time by removing that Friend.

3. HOW WE USE YOUR INFORMATION

Information that we collect for a particular purpose is used for that purpose and we only collect information that is relevant for the purpose it is collected. If we wish to use your Personal Information for purposes that are different from when it was collected, we will provide you with notice of these new purposes and offer you a means to consent to such use before using the new information for the new purpose. See the “Changes to This Privacy Policy” section herein for more information on how we provide notice and choice if our privacy practices change.

When you provide us with your Personal Information or other information, we may use such information for a number of purposes discussed below.

• To allow you to use the Websites or Service.
• To facilitate communication between OnLive and you including, without limitation, facilitating your use of the Websites or Service, responding to your questions or comments, sending e-mails concerning our Websites and Service, or to contact you for feedback regarding OnLive, our advertisers, or our business partners.
• To facilitate OnLive CS operations.
• To provide you with important functionality changes to the Websites or Service, including updates and upgrades, other new OnLive services, and special offers from OnLive and reputable third parties that we think you will find valuable.
• To customize, analyze, adjust and improve the OnLive Websites and Service to meet your needs and expectations, as well as those of our business partners.
• For our internal marketing and demographic studies, which are intended to enable us to operate the OnLive Websites and Service, and improve the various products and features that we make available to you on the OnLive Websites and Service.
• To provide a report to our business partners that tells them who responded to a particular offer or to facilitate the fulfillment of an order that you have made with a business partner.
• To enforce our agreements with you, prevent fraud and other prohibited or illegal activities, for other legally permissible purposes and generally to ensure that we comply with applicable laws.
• To maintain and enforce security and safety of the Websites and Service.
• To enforce our agreements with third party content providers, game developers, affiliates, and other OnLive business partners regarding distributional and licensing rights associated with your use of the Websites and Service.
• To process your entries and participation in sweepstakes, contests, promotions, tournaments or other events (collectively, “Events”), if any, in which you choose to participate.
• To process your request to be considered for a job with OnLive or one of its affiliates when you submit a resume to us via the Websites.

4. HOW WE SHARE YOUR INFORMATION

OnLive may share your personal information with an unaffiliated third party under the following circumstances:

A. Fulfillment of OnLive’s Services

We may retain other companies and individuals to perform certain functions on our behalf. Examples include, but are not limited to, companies that help to administer the OnLive Websites and Service, companies that provide payments and billing services, companies that conduct surveys or assist OnLive in its promotional activities such as sending emails to you, shipping companies that deliver products, third party advertisers or promotional partners who provide a product or service to you, customer support specialists, web hosting and internet service providers, and data analysis firms. Any such third parties who are involved in the operations of the OnLive Websites and Service are authorized to use the information that is collected by and/or disclosed to them only for purposes of fulfilling their contractual obligations to us and/or fulfilling any obligations owed to you and to the other individuals who access and use the OnLive Websites and Service. OnLive requires that any such third parties adhere to this Privacy Policy and protect the confidentiality of personal information they collect or have access to in the course of their engagement by OnLive.

B. Compliance with Law and Fraud Protection

OnLive expressly reserves the right to disclose Personal Information and any other information to third parties if we believe, in good faith, that we are required to do so by applicable law, including, but not limited to, disclosure to law enforcement or other government officials in connection with an investigation of claims of fraud, misappropriation or infringement of any intellectual property rights or other proprietary rights, or any other conduct or activity that is illegal or that may subject you or OnLive, its agents, employees, affiliates or others to any potential legal liability. OnLive reserves the right to disclose the Personal Information or any other information of a user who we believe is in violation of any policy or rule as posted on the Websites and Service, even without a subpoena, warrant, court order or other governmental request.

C. Sale or Transfer of Information

In the event of a sale, merger, liquidation, dissolution, or transfer of substantially all of the assets of OnLive, the Websites, and/or the Service, the personal information and/or other information collected about you from the Websites, and/or the Service may be sold, traded, assigned or transferred to the party acquiring all or substantially all of the equity and/or assets of OnLive, the Websites, and/or the Service in order to permit the party to continue the operation of any acquired assets. You consent to the sale and transfer of your information as described in this paragraph. If the successor entity intends to use your information for a purpose unrelated to that which it was originally collected, OnLive will contractually require the successor entity to provide you with notice of these new purposes and an opportunity to consent to such new purpose.

5. YOUR RIGHT TO CHOOSE HOW YOUR PERSONAL INFORMATION IS SHARED

If you do not want your Personal Information to be collected by or shared with a third party as described in this Privacy Policy, do not provide your Personal Information to OnLive and/or the third party. Similarly, if you do not want your Personal Information to be collected by or shared with a third party that is involved with any particular Event, you can always choose not to participate in such Event. To opt-out of further communications from a third party with whom you have shared your personal information, please contact that third party directly. We may also send you emails that may contain information regarding third-party products or services; however, this doesn't mean that we've provided your personal information to any party. You always have the opportunity to tell us that you do not wish to receive such correspondence. See the “Communications Preferences” section of this Privacy Policy. OnLive does not share your Personal Information with third parties for their direct marketing purposes.

6. ACCESSING, CHANGING OR DELETING YOUR PERSONAL INFORMATION

OnLive allows you to change or correct inaccuracies to your Personal Information in your OnLive Account. Upon request, which you can indicate by sending an email to privacy@onlive.com, OnLive will provide you within fifteen (15) business days of your request a readable copy of any Personal Information which we keep about you that is not in your online Account. We may require proof of your identity and will provide the Personal Information for a nominal processing fee. We reserve the right to refuse to provide you with a copy of your Personal Information, but will give reasons for our refusal and we will allow you to challenge our decision.

Suspending Your Account

You may suspend (i.e. temporarily deactivate) your Account at any time, for any or no reason, for up to twelve (12) months by contacting OnLive Customer Service from the Support section of the OnLive website. Also, OnLive may suspend an Account, or resume a suspended Account, under certain conditions specified in the Terms of Service for the OnLive Game Service (“Terms of Service”), including, for example, the expiration or renewal of your Service membership term. You or OnLive may resume (i.e. reactivate) a suspended Account, if the Account is in good standing and any outstanding concerns have been addressed, at any time during the suspension.

Suspending your Account will temporarily disable your access to the Service using the suspended Account, and temporarily disable your access to all content or services on the Service that the Account would otherwise have access to, if any, whether purchased or not. Resuming your Account will restore your access to the suspended Account, and restore your access to content and services that are still available to you after the time that has elapsed during the suspension period or provide access to content and services that became available to you during the suspension. During this time, OnLive will retain all of your information, including your Personal Information, just as if the Account is in active use so as to enable OnLive to (a) keep track of any content or service expirations or activations during the suspension period, and (b) reactivate your Account if it is resumed during that twelve (12) month period. During the suspension period you, or OnLive under certain conditions specified in the Terms of Service, may close your Account, per the terms described below in Closing Your Account. OnLive will close your Account if it not resumed within twelve (12) months of the last suspension. If you decide to suspend your Account, please contact OnLive Customer Service from the Support section of the OnLive website.

Closing Your Account

CLOSING YOUR ACCOUNT WILL RESULT IN PERMANENT LOSS OF ACCESS, CONTENT, SERVICES AND VALUE ON THE ONLIVE SERVICE. ONLIVE URGES YOU TO CONSIDER SUSPENDING YOUR ACCOUNT, PER THE “SUSPENDING YOUR ACCOUNT” SECTION ABOVE. RATHER THAN CLOSING YOUR ACCOUNT, PLEASE READ THIS “CLOSING YOUR ACCOUNT” SECTION CAREFULLY BEFORE PROCEEDING WITH CLOSURE.

You may close your Account at any time, however, OnLive may close an Account if the Account is suspended and not resumed within the twelve (12) month maximum suspension period, as detailed in Suspending Your Account, above, or under certain conditions specified in the Terms of Service. Closing your Account will immediately and permanently terminate your access to the Service using the closed Account; immediately and permanently terminate your access to all content, messages, services on the Service that the closed Account would otherwise have access to or could derive value from; and result in your immediate and permanent forfeiture of any coupons, access passes, credits, or anything that may be of value directly or indirectly associated with the Account, if any, whether purchased or not. Any remaining payments due on the Account will remain due and collectable after the Account is closed until they are repaid. If you decide to close your Account, please contact OnLive Customer Service from the Support section of the OnLive website. Within six (6) months after closing your account or after any payments due on the Account are paid, whichever is later, we will delete all Personal Information other than (a) login-related information, such as your Player Tag, password, and email address, and (b) financial records as required for accounting, revenue-reporting and tax-reporting purposes. We will retain your Personal Information for up to six months or until fees due are repaid after closing your Account to provide a means to restore the account in the event of an erroneous closure, to mitigate potential Account misconduct and to facilitate collection of any payments due. We will retain transaction-related information as required by law, to meet the requirements of our corporate accounting practices or as required to fulfill our obligations to our content and service providers and licensors. Please note that even after you remove information from your Account or delete your Account, copies of that information may remain viewable elsewhere to the extent such information has been shared with others, it was otherwise distributed, or it was copied or stored by other users.

OnLive does not delete login-related information, such as your Player Tag, password, or email address. We keep this information in order to prevent fraudulent conduct under your Account and to enable us to adhere to your requests either to send or not to send marketing-related communications to you.

If you engage in any repeated or objectionable misconduct, to be determined within OnLive’s sole discretion, OnLive reserves the right to either suspend or close your Account, in OnLive’s sole discretion, immediately and without notice as set forth in the “Suspending Your Account” and “Closing Your Account” sections herein. Refer to the OnLive Community Guidelines for examples of objectionable conduct.

7. CREDIT CARD INFORMATION

When you make a purchase through the OnLive Websites or Service, we collect your credit card information. However, OnLive does not store, maintain, or process that information. Rather, OnLive uses trusted third party vendors to process and store your credit card information. These vendors are required to comply with applicable federal and state data security regulations, including Payment Card Industry Standards which require the safe, secure and confidential processing and storage of credit card information.

8. COMMUNICATIONS PREFERENCES

If you do not want OnLive to send you communications such as newsletters, announcements, or promotional offers, you may opt-out from receiving these communications at the time your Personal Information is originally collected through the communications preferences in your Account management page. Or, if you'd like to opt-out at a later date, opt-out instructions as well as instructions to update communications preferences will be included in the bottom portion of each email we send to you. You may also contact us by regular mail at the address listed in the “Contact Us” section herein. Please note that you may not opt-out from certain transactional or relationship messages (e.g., billing matters, Account reminders, legal updates) concerning your Account or products or services that you purchase from OnLive or that you use on the Service.

9. THIRD PARTY LINKS

The Websites may contain links to third-party websites. Please be aware that OnLive cannot control and is not responsible for the information collection practices of such websites, which may differ from those of OnLive. We encourage you to review and understand the privacy policies of these websites before providing any information to them.

10. DATA SECURITY

We maintain a variety of commercially reasonable safeguards designed to protect your Personal Information from unauthorized access and disclosure, loss, misuse, alteration and destruction. For example, we use industry accepted tools and techniques to protect against unauthorized access to our systems, servers, Websites, and Service. Personal Information is stored behind firewalls, in password protected environments, and on servers in physically secure and access controlled locations. Only authorized OnLive personnel may access this data. Sensitive financial information, like credit card data, is transmitted via industry standard encryption technologies. OnLive also regularly monitors its physical and information security for unauthorized access and attempts to access. In addition to these data security measures, OnLive maintains written security policies and provides ongoing training seminars regarding data security and the handling of Personal Information.

You should be aware, however, that OnLive has no control over the security of other websites or services on the Internet that you might visit even when a link may appear to direct you to websites and services from OnLive. If you share your computer or use a computer that is accessed by the general public, remember to sign off and close your browser window when you have finished your session. This will help to ensure that others cannot access your Personal Information.

We want you to feel confident using the Websites and Service. No system, however, can be completely secure. Therefore, although we take commercially reasonable steps to secure your information, we do not promise, and you should not expect, that your Personal Information, other communications or content always will remain secure. In the event of a breach of the confidentiality or security of your Personal Information, we will notify you if reasonably possible and as reasonably necessary so that you can take appropriate protective steps. We may notify you under such circumstances using the e-mail address we have on record for you. You should also take care with how you handle and disclose your Personal Information. Please refer to the Federal Trade Commission’s Website at http://www.ftc.gov/bcp/menus/consumer/data.shtm for information about how to protect yourself against identity theft.

11. DATA RETENTION POLICY

OnLive retains Personal Information for the period of your membership to the Service subject to the Suspending Your Account and Closing Your Account sections above.

12. MINORS AND CHILDREN

The Service is not intended for persons under the age of 18. If OnLive becomes aware that any person submitting Personal Information to the Websites or the Service is under the age of 18, we will close the Account and delete any Personal Information within our control as soon as possible.

In addition, for purposes of COPPA, OnLive makes the following statement: The Service is not intended for persons under the age of 13. If OnLive becomes aware that any person submitting Personal Information to the Website or the Service is under the age of 13, we will close the Account and delete any Personal Information within our control as soon as possible.

13. QUESTIONS ABOUT THIS PRIVACY POLICY

OnLive will promptly respond to your privacy concerns and questions. However, if you believe that we have not responded to your inquiry or your inquiry has not been satisfactorily addressed, please contact ESRB via email at privacy@esrb.org; or, by regular mail to ESRB: 317 Madison Avenue, 22nd Floor, New York, NY 10017, Attn: Privacy Online Program.

14. CHANGES TO THIS PRIVACY POLICY

We may occasionally update this Privacy Policy to reflect changes in our practices. When we post changes to this Privacy Policy, we will revise the updated date at the top of this Privacy Policy. If we make any material changes to our Privacy Policy, including using previously collected Personal Information for a new purpose, we will notify users by sending an e-mail to the e-mail address provided to us by the user, and by prominently posting notice of the changes on the Websites and/or Service. We will give you an opportunity to opt-out of any materially changed Privacy Policy or alternatively, adjust your information-sharing preferences. We recommend that you check the Privacy Policy available on the Websites and Service from time to time to inform yourself of any changes in this Privacy Policy.

15. CALIFORNIA CIVIL CODE SECTION 1789.3 COMPLIANCE

Californians have rights to the following information pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538:

The mailing address for OnLive, Inc. is available in the “Contact Us” section of this Privacy Policy. The telephone number: 650-543-5500. Currently, there are no fees or charges associated with using the OnLive Websites, other than the cost of any products or services purchased therein and any applicable taxes, shipping fees, and other charges associated with such purchases. In order to subscribe to the OnLive Service, there is a fixed monthly fee in addition to the cost of any products or services purchased therein and any applicable taxes, shipping fees, and other charges associated with such purchases. We reserve the right to change pricing on any such items. To contact us regarding the OnLive Websites or Service please email us at privacy@onlive.com.

The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA.

16. CALIFORNIA PRIVACY RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1798.83

If you are a resident of California (“California Users”), in addition to the rights set forth in this Privacy Policy, you generally have the right to request information from us regarding the manner in which we share certain categories of personal information with third parties for their direct marketing purposes. However, under the law, a business is not required to provide this information if it adopts and discloses to the public in its privacy policy a practice of not disclosing a user’s personal information to third parties for their direct marketing purposes unless the user first affirmatively agrees to the disclosure. Rather, the business may comply with the law by notifying California Users of their rights to prevent disclosure of personal information and providing a cost free means to exercise that right. As stated above, OnLive does not share personal information with third parties for their direct marketing purposes unless you have requested us to do so, or have otherwise consented, and then subject to your right to opt-out of sharing your personal information for third party marketing purposes.

Please note that whenever you opt-in to receive future communications from a third party, your information will be subject to the third party's privacy policy. If you later decide that you do not want that third party to use your information, you will need to contact the third party directly, as we have no control over how third parties use your information. You should always review the privacy policy of any party that collects your information to determine how that entity will handle your information.

California Users may request further information about our compliance with this law by e-mailing privacy@onlive.com. Please note that we only are required to respond to one request per user each year, and we are not required to respond to requests made by means other than through this e-mail address.

[Mario]

Here is the current OnLive Application Software EULA. (For OnLive Game Client version 1.1.0.60938)

END USER LICENSE AGREEMENT FOR ONLIVE APPLICATION SOFTWARE

THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS ON WHICH ONLIVE, INC. ALLOWS YOU TO DOWNLOAD, INSTALL, AND USE THE ONLIVE APPLICATION SOFTWARE AND OTHER RELATED MATERIALS (COLLECTIVELY, THE “MATERIALS”) SOLELY AS PART OF THE ONLIVE SERVICE (THE “SERVICE”) MADE AVAILABLE BY ONLIVE. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). BY CLICKING “AGREE/INSTALL” TO THIS AGREEMENT, YOU ARE EXPRESSLY INDICATING THAT YOU ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU UNDERSTAND THAT THE MATERIALS WILL BE INSTALLED PURSUANT TO THESE TERMS. YOU ALSO CERTIFY THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE (AT LEAST 18 YEARS OF AGE IN MANY COUNTRIES).

1. LICENSE GRANT. During the period of time that you have an Account on the Service or for a shorter period of time as determined by OnLive, you are granted the revocable, limited right to install one copy of the Materials onto your personal computer for the sole purpose of using the Materials to access and use the Service, all solely in accordance with the terms and subject to the conditions of this Agreement. The Materials incorporate various intellectual property rights, that include, without limitation, copyrights, trademarks, patents, trade secrets, and all other intellectual property rights and other proprietary rights (collectively, "Intellectual Property Rights.”) OnLive or its licensors retain all rights, title and interests in and to the computer software and other materials comprising the Materials and the Service and all Intellectual Property Rights relating to any of the foregoing. For the avoidance of doubt, any plugins, installers, or client software that you may be provided with or asked to install or download in order to use or access the Service are Materials.

2. RIGHTS AND RESTRICTIONS. The Materials are licensed (and not sold) to you, and any and all rights not expressly granted to you in accordance with the provisions of Section 1 above, are reserved by OnLive and its licensor(s).

(a) Installation. Except as expressly set forth in any documentation materials (if any) regarding the Materials, the copy of the Materials that you are entitled to install hereunder may not be shared or otherwise used simultaneously on more than one computer.

(b) Copies. You may not make any copies of the Materials other than the one copy installed on your personal computer. You must not remove the copyright and/or any other proprietary rights notices that appear on or in any of the Materials.

(c) Reverse Engineering. You may not adapt or otherwise modify, create any derivative work, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code from, the Materials (or any portion thereof) except and only to the extent that such restriction cannot be enforced as a matter of mandatory applicable law.

(d) Rental. You may not publicly perform, rent, lease, loan, license or sublicense the Materials, or transfer, or distribute, or otherwise provide anyone else with access to, and the opportunity to use, the Materials (or any portions or derivatives thereof).

(e) Component Parts. The Materials are licensed for use by you as a single, integrated product, and the aggregate parts of the Materials may not be separated for use in any other application(s), nor may any such parts or portions of the Materials be used on more than one computer at the same time (unless expressly authorized by OnLive in writing).

(f) Updates. OnLive may from time to time, at its sole discretion, make an update or other such revised version of any of the Materials (each an "Update") available and notify you of any applicable terms and conditions for receiving any such Update. In addition, the Materials may contain an automatic Update feature that is on by default and cannot be turned off or disabled. This feature will connect to computer systems over the Internet, and collect your computer information such as your Internet protocol address, the type and version of operating system, performance characteristics of your CPU and network, information about your graphics hardware, information about your installed graphics system software, and the language code of the system where you installed the Materials. This feature will also automatically download and install, or prompt you to download and/or install, current Updates to a previous version of the Materials. By installing the Materials, you consent to the collection and transmission of such information and automatic downloading and installation of Updates.

(g) Export Regulations. You acknowledge that the Materials are subject to U.S. export jurisdiction and agree that you will not export the Materials (or any portion thereof) in violation of the export control laws of the United States of America.

(h) Support Services. OnLive may elect to provide you with such support services (if any) relating to the Materials as OnLive deems appropriate, at its sole discretion (collectively, the "Support Services"), which may include an e-mail address and/or a private message board or web forum for you to send any questions and/or comments regarding the Materials. Any additional or supplemental software or other materials that are provided by OnLive or its licensors, as applicable, as part of its Support Services shall be considered part of the Materials for all intents and purposes and shall be governed by the provisions of this Agreement. OnLive does not make any representations or warranties as to the accuracy of any statements or advice provided in response to your e-mail(s) and/or postings in connection with the Materials.

(i) Termination of License; Return of Materials. All license rights under this Agreement will terminate automatically without notice from OnLive if you fail to comply with any term(s) of this Agreement. In addition, all license rights under this Agreement will terminate upon any termination of the Service (“Service Termination”), or the Suspension or Closing of your Account by OnLive under the then-current Terms of Service for the OnLive Service, or for the convenience of either of the parties hereunder, upon notice to the other party. Upon any of the foregoing, or promptly following OnLive’s request at any time, you shall promptly delete all copies of the Materials (in any and all formats and media) that OnLive delivered to you (or produced by you) pursuant to this Agreement. You acknowledge and agree that the deletion of the Materials in accordance with the provisions of this subsection shall not affect your obligations under Sections 2, 3, 4, 5, and 6, which shall survive any termination or expiration of this Agreement as described in this subsection.

3. NO WARRANTIES; NO LIABILITY FOR DAMAGES.

(a) No Warranties. YOU ACKNOWLEDGE THAT THE MATERIALS PROVIDED HEREUNDER MAY CONTAIN ERRORS AND DEFECTS. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, LACK OF VIRUSES OR NONINFRINGEMENT.

(b) Exclusion of Damages. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ONLIVE (OR ANY OF ITS AFFILIATES OR LICENSORS) NOR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, LICENSORS, CUSTOMERS, AGENTS OR REPRESENTATIVES OF ONLIVE HAVE ANY LIABILITY OF ANY KIND OR NATURE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFITS OR LOSS OF ANY CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND/OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF OR INABILITY TO USE THE MATERIALS OR THE SERVICE OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT YOU HAVE ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

(c) Limitation of Liability and Remedies. THE AGGREGATE LIABILITY OF ONLIVE AND ITS LICENSORS TO YOU UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO FIVE U.S. DOLLARS (US$5.00).

(d) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

4. INDEMNIFICATION. You agree to indemnify, defend and hold harmless OnLive and its licensors from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable fees for attorneys and expert witnesses) which result from any breach or alleged breach of any of your representations, warranties, covenants or obligations set forth herein.

5. COMPLIANCE WITH LAWS. You agree to comply with all applicable laws and regulations regarding the download, installation and/or use of the Materials and the Service.

6. MISCELLANEOUS. Each of the parties is and shall be operating as independent contractors in fulfilling their respective obligations hereunder. You may not assign or otherwise transfer this Agreement, nor assign or sublicense any of the rights granted to you hereunder, nor subcontract or otherwise delegate any of your obligations under this Agreement, to any third party without the prior written consent of OnLive. This Agreement shall be governed by and construed under the laws of the State of California, excluding that body of law related to conflicts of laws. The provisions of the United Nations Convention of Contracts for the International Sale of Goods shall not be applicable. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute arising out of this Agreement or relating in any way to this Agreement shall be brought in the state or federal courts located in Santa Clara County, State of California. If any provision of this Agreement (or part thereof) is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions. This Agreement, together with any additional terms or conditions you expressly agree to in the course of participating in or otherwise relating to the Service (e.g., any Terms of Service that you separately enter into with OnLive, if any), constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, correspondence and understandings between the parties, both oral and written. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by either party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance. No modification or amendment of any provision hereof shall be effective unless in writing and signed by an authorized representative of OnLive. The headings of the Sections and subsections of this Agreement are for convenience of reference only and shall not be of any effect in construing the meanings of any Section or provision of this Agreement.

[Mario]

Here is the current OnLive Brand Feature Policy.

ONLIVE, INC. POLICY FOR USE OF ONLIVE BRAND FEATURES

Brand protection is very important to us. Our trademarks, logos, web pages, screen shots, or other distinctive features (“OnLive Brand Features” or “Brand Features”) are important source identifiers for the OnLive brand.

Our Brand Features must always be used in accordance with this Policy and our Terms of Use for the OnLive corporate website. In addition, OnLive may provide you with written requirements as to the size, typeface, colors, and other graphic characteristics of the OnLive Brand Features. As with our Terms of Use, which incorporates this Policy, we reserve the right to amend this Policy at any time and without notice. It is your responsibility to review this Policy from time to time for any changes as the Terms of Use and therefore the Policy are a binding legal agreement between you and us.

Proper Usage:

• When using our OnLive trademark or our other trademarks, distinguish the trademark from the surrounding text in some way. For example, bold or italicize the entire mark or place it in quotes, or use a different type style or font for the mark so that it looks different from the surrounding text. Specifically for the OnLive trademark, spell OnLive with a capital "O" and "L", when writing it in non-logotype, or all lowercase when writing it in logotype.
• Use the OnLive trademark only as an adjective, never as a noun or verb, and never in the plural or possessive form.
• Use a generic term following the trademark, for example: OnLive® Game Service, MicroConsole™ TV adapter, Brag Clip™ videos.
• Only associate OnLive-approved artwork with OnLive’s logos.
• If you are using an OnLive logo on a web page, there must exist a minimum spacing of 25 pixels between each side of the logo and other graphic or textual elements on your web page.
• If we use the symbol ® next to one of our trademarks on the onlive.com website (or elsewhere), you should too. If we use the ™ symbol next to one of our trademarks on the onlive.com website (or elsewhere), you should too. In advertising copy, notice of trademark rights may be provided in a footnote format - e.g., by placing an asterisk adjacent to the OnLive Brand Feature and placing an appropriate notice at the bottom of the page on which the asterisk appears. Example: *OnLive is a registered trademark of OnLive, Inc.

Non-Compliant Usage:

• Do not display an OnLive Brand Feature as the most prominent element on your web page.
• Do not display an OnLive Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by OnLive, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of OnLive or OnLive personnel. For example, do not indicate in any manner that you have a right to sell memberships to the OnLive Game Service or distribute the OnLive client application if you do not have an express written agreement with OnLive to do so.
• Do not display OnLive Brand Features on websites that have a commercial purpose, including websites that, in OnLive’s sole opinion, are designed primarily to earn advertising revenue.
• Do not provide direct links to other websites that violate this Brand Protection Policy.
• Do not display an OnLive Brand Feature on any web site that contains or displays adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under twenty-one years of age, or otherwise violates applicable law.
• Do not display an OnLive Brand Feature in a manner that is in OnLive’s sole opinion misleading, unfair, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to OnLive.
• Do not display an OnLive Brand Feature on a site that violates any law or regulation.
• Do not frame or mirror any OnLive page.
• Do not incorporate OnLive Brand Features into your own product name, service names, trademarks, logos, or company names.
• Do not copy or imitate OnLive’s trade dress, including the look and feel of OnLive web design properties or OnLive brand packaging, or our distinctive color combinations, typography, graphic designs, product icons, or imagery associated with OnLive.
• Do not adopt marks, logos, slogans, or designs that are confusingly similar to our Brand Features.
• Do not shorten, abbreviate or make acronyms out of any OnLive trademarks.
• Do not register domain names incorporating OnLive Brand Features or misspelled variants thereof, including as second-level or third-level domain names.
• Do not use OnLive trademarks in a way that suggests a common, descriptive, or generic meaning.