SOFTWARE LICENSE FOR THE PALACE BEFORE CLICKING ON THE "CONTINUE" BUTTON BELOW, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU CLICK ON THE "CONTINUE" BUTTON, YOU ARE AGREEING TO BECOME A PARTY TO THIS LICENSE AGREEMENT, AND ARE AGREEING TO ABIDE BY ALL ITS TERMS. IF YOU DO NOT AGREE TO ABIDE BY ALL OF THE TERMS OF THIS LICENSE AGREEMENT, EXIT THE INSTALLATION. END-USER SOFTWARE LICENSE AGREEMENT 1. SCOPE OF LICENSE. Time Warner Interactive ("TWI") hereby grants to you a non-exclusive right to use a single copy of the shareware version of "The Palace" program (the "Software"). You are licensed to copy this program onto a single hard drive or other storage device, and to make a single back-up or archive copy. "Use" includes loading the Software into RAM incidental to use. The Software is not free. This allows you to use the Software for evaluation purposes without charge for a period of 21 days. If you use the Software after the 21-day evaluation period, you must pay a registration fee of $20.00. Registration payments must be made in US dollars by credit card. Payment by credit card should be made by calling 1-800-PALACE2 in the United States, and 619-537-2465 internationally. When payment is received, TWI will send you by electronic mail an authorization code that will activate the commercial version of The Palace software. 2. NO COMMERCIAL EXPLOITATION. You may not commercially exploit the Software. Neither you, nor anyone at your direction, shall (1) rent, lease or sell the Software; (2) offer the Software on a pay-per-play basis, including standard access fees for accessing a system running the Software; (3) distribute the Software for money or other consideration; or (4) in any manner and through any medium whatsoever commercially exploit the Software or use the Software for any commercial purposes. This prohibition includes using the Software in conjunction with the advertising, promotion or endorsement of any product or service, including such actions taking place "within" the virtual worlds of The Palace. This prohibition on commercial exploitation extends to the commercial exploitation, in any manner, of derivative works created by the modification or expansion of the "virtual worlds" which are generated by the Software. 3. NO ILLEGAL, TORTIOUS OR INDECENT USE. You agree that your use of the Software will comport with all applicable federal, state and local laws, and that you will not use the Software to transmit indecent material or to commit tortious or disruptive acts. This is a material term of the license. TWI is unable to monitor, and does not take any responsibility for, monitoring the use of the Software by any licensees. However, TWI retains the right, if given notice of use of the Software in breach of this material term of the License Agreement, to unilaterally rescind this Agreement, and revoke this License based on such use, without notice to you. 4. LIST OF PALACE SITES. At its sole discretion, TWI may maintain on the Internet or elsewhere list(s) and/or hypertext links to Palace sites operated by licensees of the Software. The existence of any such list(s) and/or hypertext links does not imply TWI's control, endorsement, approval or sponsorship of such sites. TWI may add or remove sites on the list(s) and/or hypertext links at its sole discretion. This License Agreement grants no right to be included on any such list(s) and/or hypertext links. 5. DISTRIBUTION PROHIBITED: TWI does NOT give you any right to distribute, electronically or by any other means, registered copies of this commercial version of the Software. 6. TITLE AND RIGHTS NOT GRANTED RETAINED BY TWI. TWI retains the title to all intellectual property rights, including copyrights, trademarks and trade names, in the Software and any accompanying documentation. The Copyright to the Software is protected by United States copyright laws and international treaty provisions. TWI retains all rights not explicitly granted by the terms of this License Agreement. 7. REMEDIES FOR BREACH. The terms in Paragraphs 1, 2, 3 and 5 of this Agreement are material terms essential to the purpose of this Agreement. You agree that any breach by you of these terms is a material breach, granting TWI the right, at its sole discretion, to rescind the agreement and revoke the license granted, without notice or opportunity to cure. Failure by TWI to exercise such remedies in other instances is no waiver of its right to enforce these remedies in any particular instance. 8. TERMINATION. Either party may terminate this License Agreement immediately in the event of breach or default by the other party. Upon any termination of this Agreement, you shall immediately discontinue the use of the Software, and shall within ten (10) days return to TWI all copies of the Software and any accompanying documentation. You may also terminate this License Agreement at any time by destroying the Software, any accompanying documentation, and copies thereof. 9. LIMITED WARRANTY. THE SHAREWARE VERSION OF THE SOFTWARE IS LICENSED ON AN "AS-IS" BASIS AND NEITHER TWI NOR ITS DEALERS, SUPPLIERS OR RESELLERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, IF ANY. TWI warrants that if properly installed and operated on a computer for which it is designed, the commercial version of the Software will perform substantially in accordance with its designed purpose for a period of ninety (90) days from the date the end-user first obtains the Software. TWI's entire liability and your exclusive remedy shall be, at TWI's option, either (a) return of the retail price paid, if any, or (b) repair or replacement of the Software that does not meet TWI's Limited Warranty. This Limited Warranty is void if failure of the Software has resulted in whole or in part from accident, abuse, misapplication or violation of this Agreement. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 10. NO OTHER WARRANTIES. TWI DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, IF ANY. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE. TWI DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR MEET YOUR SPECIFIC REQUIREMENTS. THE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER EXPRESS WARRANTIES WHETHER ORAL OR WRITTEN. THE AGENTS, EMPLOYEES, DISTRIBUTORS AND DEALERS OF TWI ARE NOT AUTHORIZED TO MAKE MODIFICATIONS TO THIS WARRANTY, OR ADDITIONAL WARRANTIES ON BEHALF OF TWI. ADDITIONAL STATEMENTS SUCH AS DEALER ADVERTISING OR PRESENTATIONS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES BY TWI AND SHOULD NOT BE RELIED UPON. 11. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TWI OR ITS DEALERS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL TWI BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID, IF ANY, BY THE LICENSEE FOR THE SOFTWARE, EVEN IF TWI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. 12. MISCELLANEOUS. This License Agreement represents the complete and exclusive statement of the agreements concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND TWI AGREES TO FURNISH THE SOFTWARE AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances or ( ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting this Agreement. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed entirely within California, except as governed by Federal law. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.