What amI signing? (New User Agreement March 3 2011)

1. DEFINITIONS

Unless the context requires otherwise, capitalized terms used in this Agreement shall have the meaning assigned to them in this Article 1.

“The Publisher” means NCsoft Europe Ltd. Fifth Floor, Mocatta House, Trafalgar Place, Brighton, United Kingdom, BN1 4DU.

“The Customer” means the individual who bought the game and subscribed to the Service.

“The Agreement” means the current contract between the Publisher and the Customer.

“The Game” means the City of Heroes and/or City of Villains software, including but not limited to all and any items accompanying the software itself, such as user manuals and serial codes.

“The Service” means the Game offered by the Publisher as a subscription-based game service accessible through its Official website. To use the Service, the Customer will need to install software which the Publisher makes available from the Office website via download or which he has purchased from a retailer. The Publisher does not provide Internet access, and the Customer is responsible for all fees associated with his Internet connection. The Official website is an active part of the Service and any use of the Official website is governed by the same terms and conditions of this User Agreement and the Rules of Conduct.

“The PlayNC Account” means the account created by the Customer on the PlayNC website.

“The Game account” means the game-related account created by the Customer in his PlayNC account.

“The PlayNC account ID” means the name chosen by the Customer to be identified by the Publisher staff when opening the PlayNC Account.

“The Game account ID” means the name chosen by the Customer to be identified by the Publisher staff when opening the Game account.

“The Customer ingame ID” means the names given by the Customer to his different avatars in the Game.

“The Customer-created ingame data” means all creative materials submitted by the Customer in the Game, including but not limited to Character descriptions, Supergroup names, mottos and descriptions.

“The Official Website” means the official website of the game, currently at http://uk.cityofheroes.com/ and http://uk.cityofvillains.com/

“The Official support website” means either the support section of the Official website or the Publisher’s support website, currently at http://uk.cityofheroes.com/support/ and http://uk.cityofvillains.com/support/

“The Rules of Conduct” mean the Rules of conduct for Customers, as found at the address http://uk.cityofheroes.com/support/conduct.html and http://uk.cityofvillains.com/support/conduct.html

“The Data Protection policy” means the Publisher’s policy regarding private life, as found at http://uk.cityofheroes.com/support/confidentiality.html and http://uk.cityofvillains.com/support/confidentiality.html

The “Support postal address” is NCsoft Europe Ltd. "Customer Support", Mocatta House, Trafalgar Place, Brighton, United Kingdom, BN1 4DU

The “Support email address” means the Publisher’s support email address, currently uksupport@plaync.com

NCsoft reserves the right to change any email address or the URL address of any website at any time.
2. TERMS OF AGREEMENT

(a) Terms of Agreement. The Publisher offers to allow the Customer to play its Game conditional upon his agreement to all of the terms and conditions contained in this Agreement and his compliance with the Specific agreements. Additionally, he agrees agree to the terms of the Publisher’s Data protection policy, since his data may be transferred to a country outside the European Union. His use of the Game constitutes his agreement to all such terms and conditions and his agreement to comply with the Rules of Conduct. To confirm his agreement, he must click on the “I Accept” button at the end of this Agreement. If he does not so agree, he must click on the “I Reject” button at the end of this Agreement, in which case he rejects the offered terms of use and will not be permitted to play the Game and/or access the Service. If he has any questions regarding this Agreement or the Rules of Conduct, he can contact the Publisher’s customer service by visiting the Official support website. 

(b) Amendments. The Publisher may amend this Agreement or modify the Rules of Conduct at any time in its sole discretion by posting on the Official website (a) the amended Agreement or (b) the modified Rules of Conduct. When logging onto the Service, the Customer will be asked to confirm his acceptance to any such revised terms and conditions. If he does not agree to the revised terms and conditions, he should contact the Publisher immediately to discuss closure of his Account. 
3. LICENSE TO USE

Subject to the terms of this Agreement, the Publisher grants the Customer, for his personal use only, a non-exclusive, non-transferable license to use the Service, and a non-exclusive, non-transferable license to use the Game in connection with the Service, for a duration as defined in Section 5 for so long as he maintains an authorized and fully-paid Account. He may not (a) sublicense, rent, lease, loan or otherwise transfer the Game or the Service (or any part thereof), including but not limited to serial codes; (b) modify, adapt, reverse engineer or decompile the Game, or otherwise attempt to derive source code from the Game; (c) create any derivative works in respect of the Game or the Service; or (d) otherwise use the Game or the Service except as expressly provided in this Agreement. Title to the Game, and all rights with respect to the Game and Service not specifically granted under this Agreement, including without limitation all rights of reproduction, modification, distribution, display, disassembly and decompilation and all copyright, patent, trademark, trade secret and other proprietary rights and interests are reserved to the Publisher. 
4. ACCOUNT

(a) Eligibility. By clicking the “I Accept” button, the Customer represents that he is an adult 18 years of age or older or, if under 18 years of age, that he has the consent of a parent or guardian and will provide their details where requested. Only one person may use an Account. The Customer is liable for all activities conducted through his Account, and parents or guardians are liable for all activities of their minor child conducted through the Account. 

(b) Account ID. The Customer may not select as his Account ID the name of another person, or a name which violates any third party’s trademark right, copyright, or other proprietary right, or which may mislead other players to believe him to be an employee of the Publisher or its associated companies, or which the Publisher deems in its sole discretion to be vulgar or otherwise offensive. The Publisher reserves the right, in its sole discretion, to (1) delete or alter any Account ID or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right. The Customer has sole liability for all activities conducted through his Account or under his Account ID. 

(c) Message Board ID. The Customer may have the option to create a Message Board ID for use on the Official Website. He may not select as his Message Board ID the name of another person, or a name which violates any third party’s trademark right, copyright, or other proprietary right, or which may mislead other players to believe him to be an employee of the Publisher or its associated companies, or which the Publisher deems at its sole discretion to be vulgar or otherwise offensive. The Publisher reserves the right, in its sole discretion, to (1) delete or alter any Message Board ID or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right, or (3) delete any content published on any electronic boards without notice. The Customer has sole liability for all activities conducted under his Message Board ID. 

(d) Rights to Use Accounts. By agreeing to the Agreement, the Customer agrees that he does not own either the PlayNC Account or Game Account he uses to access the Service, the Customer-created ingame data on the Game account and that the Publisher stores on its servers, the items stored on these servers, or any other data from which the servers and accounts are comprised. The Game account the Customer creates is needed to login to the Service as per section 4(b) and the fee that he pays is to continue to access the service. 

(e) Customer ingame ID. In order to use the Service, the Customer will have to create avatars and choose for them Customer ingame ID so that they can be identified by other Customer. He may not select as his Customer ingame ID the name of another person, or an ID which violates any third party’s trademark right, copyright, or other proprietary right, or which may mislead other Customers to believe him to be an employee of the Publisher, or which the Publisher deems at its sole discretion to be vulgar or otherwise offensive. The Publisher reserves the right, in its sole discretion, to (1) delete or alter any Customer ingame ID or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right. 

(f) Customer-created ingame data. While accessing the Service, the Customer may have the possibility of creating Customer-created ingame data. He may not create Customer-created ingame data that is the name/description/title of another person, or which violates any third party’s trademark right, copyright, or other proprietary right, or which may mislead other players to believe him to be an employee of the Publisher, or which the Publisher deems at its sole discretion to be vulgar or otherwise offensive. The Publisher reserves the right, in its sole discretion, to (1) delete or alter any Customer-created ingame data or (2) terminate any license granted herein, for any reason whatsoever, including, without limitation, any suspected or actual infringement of any trademark or trade name right, copyright, or other proprietary right. 

(g) Passwords. At the time the Game Account of the PlayNC account is opened, the Customer must select a password. He is responsible for maintaining the confidentiality of his password and for any harm resulting from his disclosure or allowing the disclosure of his password or from use by any person of his password to gain access to his Game account or PlayNC account and Game account ID or PlayNC account ID. At no time should the Customer respond to an online request for a password. The Publisher will never ask for the Customer’s password offline or online, except that he will be required to enter his password as part of the log-on process. 

(h) Registration Obligations. The Customer agrees to provide true, accurate, current and complete information about him as prompted by the Service’s registration form ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If he provides any information that is untrue, inaccurate, not current or incomplete, or the Publisher has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Publisher has the right to suspend or terminate his Account and refuse any and all current or future use of the Service. 

(i) Former Members. Members whose Game accounts have been terminated by the Publisher may not access the Service in any manner or for any reason, including through any other Game account or PlayNC account, without the express written permission of the Publisher. Game accounts or PlayNC accounts accessed by former members are subject to immediate termination. The Publisher reserves the right to use any means necessary, included those in section 4(j) to identify and remove former members. 

(j) Related accounts. If the Publisher terminates a Game account or PlayNC account, the Publisher may terminate any other Game accounts or PlayNC accounts that share the same member name, phone number, email address, postal address, Internet Protocol address, or credit card number with the terminated Game account or PlayNC account. 

(k) Global Chat. In the Game, the Customers may have the privilege of sending server wide messages called ‘Global Chat.’ With this privilege comes a high level of responsibility on the part of the Customer. Due to the fact that this communication channel has the ability to impact every Customer on the server, the Publisher will not tolerate any inappropriate behaviour of any sort in this chat channel. This includes but is not limited to: inappropriate language of any sort or any attempt to escape the profanity filter, inappropriate or vulgar content of any sort, repeated ‘spamming,’ or ‘flooding’ of the global chat channel, or any other conduct determined to be inappropriate by the Publisher Support, in its sole discretion. Any violation of this term or rules of conduct may, in the sole discretion of the Publisher, lead to the temporary removal of the character’s ability to communicate, the Game account being suspended for a set period of time, or lead to permanent Game account closure. 
5. SERVICE FEE

The Publisher’s fees and billing procedures are published in the registration section of the Official website, which are incorporated herein by this reference. All fees are stated in Pounds Sterling (£) or Euros (€). THE CUSTOMER’S MEMBERSHIP FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR UNAVAILABILITY OF SERVICE (SEE ALSO SECTION 10 BELOW). The Publisher will automatically charge the Customer’s credit card on a recurring basis for applicable Game account fees, plus any applicable taxes the Publisher is required to collect, where the Customer authorizes him to do so. All recurring Game account fees are payable in advance. THE CUSTOMER IS FULLY LIABLE FOR ALL CHARGES TO HIS ACCOUNT. After opening the Game account, there is usually a free trial period. The Customer will not be charged any Game account fees if he cancels his Game account within the free trial period. The duration of the free trial period will be published in the registration section of the Official Website. Any person who has been a member is not eligible for any subsequent free trial period. By paying by credit card, the Customer represent to the Publisher that he is the authorised user of the credit card used to pay the Game account fee. The Customer agrees to promptly notify the Publisher of any changes to his credit card account number, its expiration date and/or his billing address, and he agrees to promptly notify the Publisher if his credit card expires or is cancelled for any reason. 

The Publisher reserves the right to alter the fees payable for the Service. Any alteration to the fees will be posted on the Official website at least 30 days prior to such increase taking effect. If the Customer does not agree to any such increase, he should terminate his Game account prior to the date on which the alteration takes effect, otherwise the revised amount will automatically be debited to his Game account.  
6. CONTENT AND CUSTOMER CONDUCT

(a) Content. The Customer acknowledges that by using the Game and the Service he will have access to graphics, sound effects, music, animation-style video, content, layout, design, files, data, characters (and items and attributes associated with characters), game objects and text (collectively, "Game Content"). The Publisher does not pre-screen Game Content as a matter of policy. THE CUSTOMER UNDERSTANDS AND AGREES THAT NCSOFT HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY GAME CONTENT (INCLUDING THE CUSTOMER’S) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. 

(b) Rights in Content. The Customer acknowledges that the Publisher and its related providers of Game Content ("Game Content Providers") have rights in their respective Game Content under copyright and other applicable laws, and that he accepts full responsibility and liability for his use of any Game Content in violation of any such rights. The Publisher and its related Game Content Providers grant to Customers the right to use the Game Content for non-commercial, personal purposes, including in connection with creating non-commercial fan fiction or fan web sites regarding the same.  However, the Customer acknowledges and agrees that he shall not reproduce, prepare derivative works based upon, distribute, publicly perform, or transmit any Game Content for commercial uses without first obtaining the express written consent of the Publisher.  

For clarification purposes only, "derivative works based upon" Game Content are works which are substantially similar, both in ideas and expression, to the Game Content.  Similarity of ideas in the Game Content and derivative works concern similarities between things such as plot, theme, mood, setting, appearance, and character traits.  Similarity of expression concerns the total concept and feel of the Game Content and the derivative works.  Thus, if a work created by a Customer or someone other than the Publisher (or its related Game Content Providers) is likely to bring to mind the Game Content, then it is likely that such work is a derivative work of the Game Content, and as such may not be used for commercial purposes. 

(c) Customer content. Customers can upload to and create content on the Publisher’s servers in various forms, such as in selections he makes and avatars and items he creates for the Game, and in bulletin boards and similar user-to-user areas ("Customer content"). By submitting Customer content to or creating Customer content on any area of the Service, the Customer acknowledges and agrees that such Customer content is the sole property of the Publisher. To the extent that the Publisher cannot claim exclusive rights in Customer content by operation of law, the Customer hereby grants (or warrants that the owner of such Customer content has expressly granted) to the Publisher and its related Game Content Providers a non-exclusive, universal, perpetual, irrevocable, royalty-free, sublicenseable right to exercise all rights of any kind or nature associated with such Customer content, and all ancillary and subsidiary rights thereto, in any languages and media now known or not currently known. The Customer shall indemnify and hold the Publisher harmless from and against any claims by third parties that the Customer content infringes upon, violates or misappropriates any of their intellectual property or proprietary rights. 

(d) Customer Conduct. The Customer agrees not to use the Service in any other way than originally intended including but not limited to: 

(i) take any action or upload, post, e-mail or otherwise transmit any content that infringes or violates any third party rights; 
(ii) impersonate any person or entity, including, but not limited to, a Publisher employee, or falsely state or otherwise misrepresent his affiliation with a person or entity; 
(iii) take any action or upload, post, e-mail or otherwise transmit any content that violates any law or regulation; 
(iv) take any action or upload, post, e-mail or otherwise transmit any content as determined by the Publisher at its sole discretion that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; or contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; 
(v) take any action or upload, post, email or otherwise transmit any content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 
(vi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; 
(vii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or 
(viii) attempt to gain access to any other Customer’s Game account or password; or 
(ix) “stalk” or otherwise harass another Customer. 

The Customer agrees that the Publisher may take whatever steps it deems necessary to abridge, or prevent behaviour of any sort on the Service in its sole discretion, without notice to the Customer. 
7. OFFICIAL SERVICE

The Publisher has designed the Game for official play only as offered through the Service by the Publisher at the Official website and not through any other means. The Customer further agrees not to access, create or provide any other means through which the Game may be played by others, such as through server emulators. He acknowledges that he does not have the right to create, publish, distribute, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for the Game except that he may use the Software to the extent expressly permitted by this Agreement. He may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. 

He may not sell or auction any of the PlayNC accounts, Game accounts, avatars, items, currency or copyrighted material. 

The Customer agrees not to use any hardware or software, including but not limited to third party tools, or any other method of support which may in any way influence or advantage his use of the Service which is not authorized by the Publisher, including but not limited to the use of 'bots' and/or any other method by which the Service may be played automatically without human input. 
8. PRIVACY

The Publisher’s privacy policy, which covers the usage and protection of the Customer's personal information, is published on the Official Website and is incorporated herein by this reference. 
9. PARENTAL GUIDANCE

While the Publisher may choose to monitor and take action upon inappropriate game play, chat or links to the Service, it is possible that at any time there may be language or other material accessible on or through the Service that may be inappropriate for children or offensive to some users of any age. The Publisher cannot ensure that other Customers will not provide Content or access to Content that parents or guardians may find inappropriate or that any user may find objectionable. The Publisher does not as a matter of policy pre-screen the content of the materials or communications transmitted by each Customer. 

The Publisher reserves the right to enforce any or all of these rules at its sole discretion. 

10. INTERRUPTION OF SERVICE

(a) The Publisher reserves the right to interrupt the Service from time to time on a regularly scheduled basis or otherwise with or without prior notice in order to perform maintenance. The Customer agrees that the Publisher will not be liable for any interruption of the Service, delay or failure to perform resulting from any cause whatsoever. 

(b) The Customer acknowledges that the Service may be interrupted for reasons beyond the control of the Publisher, and the Publisher cannot guarantee that the Customer will be able to access the Service or his Game account whenever he may wish to do so. The Publisher shall not be liable for any interruption of the Service, delay or failure to perform resulting from any causes whatsoever. 

(c) The Publisher has the right at any time for any reason or no reason to change and/or eliminate any aspect of the Service as it sees fit in its sole discretion. 

(d) The Publisher shall not be obligated to refund all or any portion of any Game account fee by reason of any interruption of the Service by reason of any of the circumstances described in paragraph (a) or (b). 
11. DISCLAIMER OF WARRANTY

THE SERVICE, THE SOFTWARE, THE ACCOUNTS, THE GAME AND ALL OTHER SERVICES ARE PROVIDED ON AN “AS IS” BASIS, PROVIDED AT THE CUSTOMER OWN RISK, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PUBLISHER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, the Publisher does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Customer’s Game account or the Game, and the Customer understands that he shall not be entitled to refunds for fees based on the Publisher's failure to provide any of the foregoing. 
12. LIMITATION OF LIABILITY

THE MAXIMUM AMOUNT OF THE PUBLISHER’S (OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS) LIABILITY TO THE CUSTOMER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO 150% OF THE ACCOUNT FEES PAID BY THE CUSTOMER TO THE PUBLISHER IN THE PRECEDING SIX (6) MONTHS. IN NO EVENT SHALL THE PUBLISHER, NOR ANY OF ITS CONTENT PROVIDERS, SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES, (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE SOFTWARE, THE CUSTOMER’S ACCOUNT OR THIS AGREEMENT WHICH MAY BE INCURRED BY THE CUSTOMER, WHETHER OR NOT THE PUBLISHER MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR. The Customer agrees that The Publisher cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the Game Service. 
13. INDEMNIFICATION

At The Publisher’s request, the Customer agrees to defend, indemnify and hold harmless (a) the Publisher, (b) its shareholders, partners, affiliates, directors, officers, employees, agents or suppliers, (c) its licensees, distributors, Content Providers, and (d) other members of the Service, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to any misuse of the Game Service or breach of this Agreement by the Customer. 
14. TERMINATION

(a) The Publisher reserves the right to suspend or terminate this Agreement (including the Customer’s Software license and Account) immediately and without notice if the Customer breaches this Agreement or wilfully infringe any third party intellectual property rights, or if the Publisher is unable to verify or authenticate any information the Customer provide to the Publisher, or upon game play, chat or any player activity whatsoever which is, in the Publisher’s sole discretion, inappropriate and/or in violation of the spirit of the Game as described in the Rules of Conduct. Should the Publisher decide to suspend or terminate this Agreement with a Customer under any circumstances, the Customer will lose access to his Account. 

(b) The Customer agrees that if the Service or his Account is suspended, terminated or cancelled for any reason or length of time, he is not entitled to any reimbursement or refund of any fees or unused access time. 
15. GENERAL PROVISIONS

This Agreement is governed by and shall be construed and enforced under English law. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. The Publisher’s failure to act with respect to a breach by the Customer or others does not waive its right to act with respect to subsequent or similar breaches. Except as otherwise permitted herein, the Customer may not assign or transfer this Agreement or his rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between the Publisher and the Customer with respect to the subject matter hereof. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of the Publisher shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of the Publisher. All notices given by the Customer or required under this Agreement shall be sent either to Support postal address or Support email address (as defined in article 1).