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<center>PERFECT WORLD ENTERTAINMENT
SOFTWARE END USER LICENSE AGREEMENT
Date of Last Revision: March 13, 2012</center>
This End User License Agreement ("Agreement") is a contract between you and Perfect World Entertainment, Inc. ("PWE," "we" or "us") for all software provided by PWE in connection with the Games and the Service (both as defined below) together with all updates, patches, supplements and replacements provided by PWE and all applicable documentation (collectively the "Software").
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY CLICKING "I ACCEPT" OR BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE RELATED TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS AND THE TERMS OF SERVICE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. Software License. Subject to the terms of this Agreement, the Terms of Service that governs your use of the Service (defined below), and your compliance with any Rules of Conduct posted on the Website (as defined below) or otherwise provided to you by PWE (the "Rules of Conduct") we grant you a nonexclusive, non-transferable license to install and use the Software, in object code form only, on one or more personal computing devices under your control solely to access and use the Service for your own personal, noncommercial entertainment use. Any PWE software that updates, supplements or replaces the original Software is governed by this Agreement and is included within the definition of the term Software unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms. As used herein, the term "Service" means collectively the PWE website located at (or any subsequent URL which may replace it) and all officially associated websites and micro-sites (collectively, the "Website"), any games operated by PWE through the Website ("Games"), and all features, functions, software and services offered through the Website.
2. License Limitations. The preceding states the entirety of your rights with respect to the Software, and we reserve all rights not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, or authorize or permit any third party to do, any of the following:
(a) rent, lease, sell, sublicense, assign, or otherwise transfer or copy the Software, except as expressly permitted by this Agreement;;
(b) reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-readable form, except to the extent that such actions are expressly permitted by applicable law;;
(c) use the Software for any commercial or business purposes or otherwise for any purpose other than your own personal entertainment use;
(d) reverse engineer, decompile, disassemble or attempt to discover the source code for the Software;
(e) modify, translate or create derivative works based on or using the Software or any component thereof;
(f) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Software,
(g) use any third party software to modify the Software or the Service or to change game play;
(h) exploit the Software or any of its parts, including without limitation the client software, for any commercial purpose, including without limitation (i) use at a cyber cafe, computer gaming center or any other location-based site without the express written consent of PWE; (ii.) for gathering in-game currency, items or resources for sale outside the software; or (iii.) performing in-game services in exchange for payment outside the software, e.g., power-leveling;
(i) redirect, intercept or emulate any communication protocols used by PWE as part of the Service by any means, including but not limited to protocol emulation, reverse engineering, packet sniffing, or modifying or adding components to the Software;
(j) provide, host, facilitate, link to or use any private servers, emulators, "matchmaking" services or other means by which the Games may be played outside of the Service; or
(k) create, use or maintain any unauthorized connections to the Software or the Service. All such connections may only be made through methods and means expressly approved by PWE, and Games may only be played on sites hosted by (or under the authority of) PWE.
3. Changes to Agreement. PWE may amend or modify this Agreement (and the Terms of Service and any other related agreements or terms) at any time in our sole discretion. Amendments and modifications will be effective immediately after publishing them on the Website or otherwise providing you a copy thereof, and you waive any right you may have to receive specific notice of such changes or modifications. We will indicate at the top of this Agreement the date it was last updated. You agree to and are responsible for checking this Agreement periodically so you will be familiar with its contents, as it may be amended or modified from time to time. By continuing to use the Software, you are signifying your acceptance of any revised or updated terms. If you do not agree to the amended terms, you must stop using the Software.
4. Ownership. The Software is the valuable property of PWE and its licensors and is protected by copyright and other intellectual property laws and treaties. We and our licensors own all rights, title and interest in and to the Software, including all copyright and other intellectual property rights in the Software.
5. Disclaimers and Consents.
(a) THE SOFTWARE IS PROVIDED TO YOU "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PWE DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR ITS PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE. WITHOUT LIMITING THE FOREGOING, PWE DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, TRANSMIT DATA IN A SECURE MANNER, OR FUNCTION PROPERLY WITH THE SERVICE. PWE SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION ON IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
(b) A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SOFTWARE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
(c) You understand and agree that PWE may update, enhance or otherwise modify in any manner the Games, the Software and/or the Service at any time without notice.
(d) When we update or "patch" the Software, we may utilize a patch routine to verify whether the most recent version of the Game is installed on your computer. If not, the most recent version may automatically be uploaded to and installed on your computer, modifying or replacing any prior version of the Software that may be installed on your computer, and you hereby consent to, and waive any further notice of, such upload and installation. However, you understand that we have no obligation to furnish any updates or patches to you pursuant to this Agreement.
(e) You understand and agree that the Software may monitor and communicate information from your computer, including without limitation information relating to hardware capacity, modifications and the presence of unauthorized third party programs, including programs that enable or facilitate cheating or obtaining an unfair advantage of any kind, allow users to modify or hack any portion of the Software or the Service (other than as expressly authorized by PWE) or intercept or collect any information from or through the Software or the Service ("Unauthorized Programs"). If the Software detects an Unauthorized Program, then the Software may also communicate further information back to PWE regarding the user and the Unauthorized Program, including without limitation information about the users account and User ID and about the Unauthorized Program and its use. Further, you understand and agree that when you communicate with other players within a game or utilize any interactive features available through the Software or Service, such as instant messaging, forums or chat rooms, such communications and postings are transmitted through our servers, and we may, but are not obligated to, monitor all such communications and postings, including those that are designated as "private." You acknowledge that you have no expectation of privacy with respect to any such communications or postings, and you expressly consent to the monitoring and information collection described in this Section 5(d).
6. Indemnification. You agree to defend, indemnify and hold PWE, its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents ("PWE Parties"), harmless from and against all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your use of, the Software.
7. Limitation of Liability. IN NO EVENT SHALL ANY OF THE PWE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS), WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SOFTWARE, EVEN IF A PWE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PWE PARTIES (WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE SOFTWARE EXCEED FIVE U.S. DOLLARS (US$5). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Termination. PWE may terminate this Agreement at any time, with or without cause, immediately upon notice to you. PWE may also discontinue the Service, in which case this Agreement shall terminate automatically without notice to you. You may terminate this Agreement by cancelling your PWE Service account opened in connection with your use of the Software and deleting all copies of this Software in your possession or control. In the event of the termination of this Agreement for any reason: (a) the license granted to you in this Agreement will terminate; (b) you must immediately cease all use of the Software and destroy or erase all copies of the Software in your possession or control; and (c) Sections 4 (Ownership), 5 (Disclaimers and Consents), 6 (Indemnification), 7 (Limitation of Liability), 8 (Termination), 9 (Compliance with Law), 10 (Governing Law; Jurisdiction) and 11 (General) will survive any such termination. In the event the Terms of Service agreement between you and PWE is terminated for any reason, this Agreement shall be terminated automatically without notice to you.
9. Compliance with Law. You shall comply with all applicable laws regarding your use of the Software, the Service and your playing of the Games. Without limiting the foregoing, you may not download, use or otherwise export or re-export the Software except in full compliance with all applicable laws and regulations, including, without limitation, the laws of the United States.
10. Governing Law; Jurisdiction. Unless expressly prohibited by local law, this Agreement is governed by the laws of the State of California, without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to jurisdiction of the state and federal courts located in San Mateo County, California with respect to any proceeding regarding this Agreement or the Software. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Software except in such courts. The U.N. Convention on Contracts for the International Sale of Goods or any successor thereto is expressly disclaimed and does not apply to this Agreement.
11. Pre-Release Versions. If the Software you have received with this Agreement is an alpha, beta, or other pre-release version of the Software (a "Pre-Release Version"), then the following additional terms shall apply:
(a) You will at your own risk and expense perform tests and other evaluations of the Software and Service. You will provide to PWE materials, information and feedback on the results of such tests and evaluations (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, gameplay and functionality of the Software and Service ("Feedback") and will make yourself available to PWE on a reasonable basis for this purpose. All Feedback will be the confidential information of PWE, and you will not use or disclose any such Feedback to any third party without PWE’s prior written consent in each instance.
(b) In consideration of your ability to use the Pre-Release Version, you hereby grant to PWE an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works, distribute and otherwise exploit any such Feedback without limitation and without compensation of any kind. Further, we will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing, marketing and selling products and services incorporating such Feedback. We will have no obligation to consider, use, return or preserve any Feedback you provide to us.
12. General. (a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect. (b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of PWE, and any attempted assignment without such consent shall be void. (c) Entire Agreement. This Agreement, together with the Terms of Service and all other agreements, terms and policies incorporated herein by reference, sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.
SOFTWARE END USER LICENSE AGREEMENT
Date of Last Revision: March 13, 2012</center>
This End User License Agreement ("Agreement") is a contract between you and Perfect World Entertainment, Inc. ("PWE," "we" or "us") for all software provided by PWE in connection with the Games and the Service (both as defined below) together with all updates, patches, supplements and replacements provided by PWE and all applicable documentation (collectively the "Software").
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY CLICKING "I ACCEPT" OR BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE RELATED TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS AND THE TERMS OF SERVICE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. Software License. Subject to the terms of this Agreement, the Terms of Service that governs your use of the Service (defined below), and your compliance with any Rules of Conduct posted on the Website (as defined below) or otherwise provided to you by PWE (the "Rules of Conduct") we grant you a nonexclusive, non-transferable license to install and use the Software, in object code form only, on one or more personal computing devices under your control solely to access and use the Service for your own personal, noncommercial entertainment use. Any PWE software that updates, supplements or replaces the original Software is governed by this Agreement and is included within the definition of the term Software unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms. As used herein, the term "Service" means collectively the PWE website located at (or any subsequent URL which may replace it) and all officially associated websites and micro-sites (collectively, the "Website"), any games operated by PWE through the Website ("Games"), and all features, functions, software and services offered through the Website.
2. License Limitations. The preceding states the entirety of your rights with respect to the Software, and we reserve all rights not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, or authorize or permit any third party to do, any of the following:
(a) rent, lease, sell, sublicense, assign, or otherwise transfer or copy the Software, except as expressly permitted by this Agreement;;
(b) reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-readable form, except to the extent that such actions are expressly permitted by applicable law;;
(c) use the Software for any commercial or business purposes or otherwise for any purpose other than your own personal entertainment use;
(d) reverse engineer, decompile, disassemble or attempt to discover the source code for the Software;
(e) modify, translate or create derivative works based on or using the Software or any component thereof;
(f) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Software,
(g) use any third party software to modify the Software or the Service or to change game play;
(h) exploit the Software or any of its parts, including without limitation the client software, for any commercial purpose, including without limitation (i) use at a cyber cafe, computer gaming center or any other location-based site without the express written consent of PWE; (ii.) for gathering in-game currency, items or resources for sale outside the software; or (iii.) performing in-game services in exchange for payment outside the software, e.g., power-leveling;
(i) redirect, intercept or emulate any communication protocols used by PWE as part of the Service by any means, including but not limited to protocol emulation, reverse engineering, packet sniffing, or modifying or adding components to the Software;
(j) provide, host, facilitate, link to or use any private servers, emulators, "matchmaking" services or other means by which the Games may be played outside of the Service; or
(k) create, use or maintain any unauthorized connections to the Software or the Service. All such connections may only be made through methods and means expressly approved by PWE, and Games may only be played on sites hosted by (or under the authority of) PWE.
3. Changes to Agreement. PWE may amend or modify this Agreement (and the Terms of Service and any other related agreements or terms) at any time in our sole discretion. Amendments and modifications will be effective immediately after publishing them on the Website or otherwise providing you a copy thereof, and you waive any right you may have to receive specific notice of such changes or modifications. We will indicate at the top of this Agreement the date it was last updated. You agree to and are responsible for checking this Agreement periodically so you will be familiar with its contents, as it may be amended or modified from time to time. By continuing to use the Software, you are signifying your acceptance of any revised or updated terms. If you do not agree to the amended terms, you must stop using the Software.
4. Ownership. The Software is the valuable property of PWE and its licensors and is protected by copyright and other intellectual property laws and treaties. We and our licensors own all rights, title and interest in and to the Software, including all copyright and other intellectual property rights in the Software.
5. Disclaimers and Consents.
(a) THE SOFTWARE IS PROVIDED TO YOU "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PWE DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR ITS PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE. WITHOUT LIMITING THE FOREGOING, PWE DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, TRANSMIT DATA IN A SECURE MANNER, OR FUNCTION PROPERLY WITH THE SERVICE. PWE SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION ON IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
(b) A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SOFTWARE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
(c) You understand and agree that PWE may update, enhance or otherwise modify in any manner the Games, the Software and/or the Service at any time without notice.
(d) When we update or "patch" the Software, we may utilize a patch routine to verify whether the most recent version of the Game is installed on your computer. If not, the most recent version may automatically be uploaded to and installed on your computer, modifying or replacing any prior version of the Software that may be installed on your computer, and you hereby consent to, and waive any further notice of, such upload and installation. However, you understand that we have no obligation to furnish any updates or patches to you pursuant to this Agreement.
(e) You understand and agree that the Software may monitor and communicate information from your computer, including without limitation information relating to hardware capacity, modifications and the presence of unauthorized third party programs, including programs that enable or facilitate cheating or obtaining an unfair advantage of any kind, allow users to modify or hack any portion of the Software or the Service (other than as expressly authorized by PWE) or intercept or collect any information from or through the Software or the Service ("Unauthorized Programs"). If the Software detects an Unauthorized Program, then the Software may also communicate further information back to PWE regarding the user and the Unauthorized Program, including without limitation information about the users account and User ID and about the Unauthorized Program and its use. Further, you understand and agree that when you communicate with other players within a game or utilize any interactive features available through the Software or Service, such as instant messaging, forums or chat rooms, such communications and postings are transmitted through our servers, and we may, but are not obligated to, monitor all such communications and postings, including those that are designated as "private." You acknowledge that you have no expectation of privacy with respect to any such communications or postings, and you expressly consent to the monitoring and information collection described in this Section 5(d).
6. Indemnification. You agree to defend, indemnify and hold PWE, its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents ("PWE Parties"), harmless from and against all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your use of, the Software.
7. Limitation of Liability. IN NO EVENT SHALL ANY OF THE PWE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS), WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SOFTWARE, EVEN IF A PWE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PWE PARTIES (WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE SOFTWARE EXCEED FIVE U.S. DOLLARS (US$5). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Termination. PWE may terminate this Agreement at any time, with or without cause, immediately upon notice to you. PWE may also discontinue the Service, in which case this Agreement shall terminate automatically without notice to you. You may terminate this Agreement by cancelling your PWE Service account opened in connection with your use of the Software and deleting all copies of this Software in your possession or control. In the event of the termination of this Agreement for any reason: (a) the license granted to you in this Agreement will terminate; (b) you must immediately cease all use of the Software and destroy or erase all copies of the Software in your possession or control; and (c) Sections 4 (Ownership), 5 (Disclaimers and Consents), 6 (Indemnification), 7 (Limitation of Liability), 8 (Termination), 9 (Compliance with Law), 10 (Governing Law; Jurisdiction) and 11 (General) will survive any such termination. In the event the Terms of Service agreement between you and PWE is terminated for any reason, this Agreement shall be terminated automatically without notice to you.
9. Compliance with Law. You shall comply with all applicable laws regarding your use of the Software, the Service and your playing of the Games. Without limiting the foregoing, you may not download, use or otherwise export or re-export the Software except in full compliance with all applicable laws and regulations, including, without limitation, the laws of the United States.
10. Governing Law; Jurisdiction. Unless expressly prohibited by local law, this Agreement is governed by the laws of the State of California, without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to jurisdiction of the state and federal courts located in San Mateo County, California with respect to any proceeding regarding this Agreement or the Software. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Software except in such courts. The U.N. Convention on Contracts for the International Sale of Goods or any successor thereto is expressly disclaimed and does not apply to this Agreement.
11. Pre-Release Versions. If the Software you have received with this Agreement is an alpha, beta, or other pre-release version of the Software (a "Pre-Release Version"), then the following additional terms shall apply:
(a) You will at your own risk and expense perform tests and other evaluations of the Software and Service. You will provide to PWE materials, information and feedback on the results of such tests and evaluations (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, gameplay and functionality of the Software and Service ("Feedback") and will make yourself available to PWE on a reasonable basis for this purpose. All Feedback will be the confidential information of PWE, and you will not use or disclose any such Feedback to any third party without PWE’s prior written consent in each instance.
(b) In consideration of your ability to use the Pre-Release Version, you hereby grant to PWE an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works, distribute and otherwise exploit any such Feedback without limitation and without compensation of any kind. Further, we will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing, marketing and selling products and services incorporating such Feedback. We will have no obligation to consider, use, return or preserve any Feedback you provide to us.
12. General. (a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect. (b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of PWE, and any attempted assignment without such consent shall be void. (c) Entire Agreement. This Agreement, together with the Terms of Service and all other agreements, terms and policies incorporated herein by reference, sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.