LIMITED SOFTWARE WARRANTY AND LICENSE AGREEMENT

YOUR USE OF THIS SOFTWARE IS SUBJECT TO THIS LIMITED SOFTWARE

WARRANTY AND LICENSE AGREEMENT (THE “AGREEMENT”) AND THE
TERMS SET FORTH BELOW. THE “SOFTWARE” INCLUDES ALL SOFTWARE
INCLUDED WITH THIS AGREEMENT, THE ACCOMPANYING MANUAL (S),
PACKAGING AND OTHER WRITTEN, ELECTRONIC OR ON-LINE MATERIALS
OR DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH SOFTWARE
AND ITS MATERIALS. BY OPENING THE SOFTWARE, INSTALLING, AND/OR
USING THE SOFTWARE AND ANY OTHER MATERIALS INCLUDED WITH THE
SOFTWARE, YOU HEREBY ACCEPT THE TERMS OF THIS LICENSE WITH
[TAKE-TWO INTERACTIVE SOFTWARE, INC.] (“LICENSOR”).
LICENSE. Subject to this Agreement and its terms and conditions, LICENSOR hereby
grants you the non-exclusive, non-transferable, limited right and license to use one copy
of the Software for your personal use on a single home or portable computer. The
Software is being licensed to you and you hereby acknowledge that no title or ownership
in the Software is being transferred or assigned and this Agreement should not be
construed as a sale of any rights in the Software. All rights not specifically granted under
this Agreement are reserved by LICENSOR and, as applicable, its licensors.
OWNERSHIP. LICENSOR retains all right, title and interest to this Software, including,
but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary
rights, patents, titles, computer codes, audiovisual effects, themes, characters, character
names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights.
The Software is protected by United States copyright law and applicable copyright laws
and treaties throughout the world. The Software may not be copied, reproduced or
distributed in any manner or medium, in whole or in part, without prior written consent
from LICENSOR. Any persons copying, reproducing or distributing all or any portion of
the Software in any manner or medium, will be willfully violating the copyright laws and
may be subject to civil and criminal penalties. Be advised that Copyright violations are
subject to penalties of up to $100,000 per violation. The Software contains certain
licensed materials and LICENSOR’s licensors may protect their rights in the event of any
violation of this Agreement.
LICENSE CONDITIONS
You agree not to:
(a) Commercially exploit the Software;
(b) Distribute, lease, license, sell, rent or otherwise transfer or assign this Software, or
any copies of this Software, without the express prior written consent of LICENSOR;
(c) Make copies of the Software or any part thereof, except for back up or archival
purposes;
(d) Except as otherwise specifically provided by the Software or this Agreement, use or
install the Software (or permit others to do same) on a network, for on-line use, or on
more than one computer, computer terminal, or workstation at the same time;

(e) Copy the Software onto a hard drive or other storage device and must run the
Software from the included CD-ROM (although the Software may automatically copy a
portion of itself onto your hard drive during installation in order to run more efficiently);
(f) Use or copy the Software at a computer gaming center or any other location-based
site; provided, that LICENSOR may offer you a separate site license agreement to make
the Software available for commercial use;.
(g) Reverse engineer, decompile, disassemble or otherwise modify the Software, in whole
or in part;
(h) Remove or modify any proprietary notices or labels contained on or within the
Software; and
(i) Transport, export or re-export (directly or indirectly) into any country forbidden to
receive such Software by any U.S. export laws or accompanying regulations or otherwise
violate such laws or regulations, that may be amended from time to time.
THE SOFTWARE UTILITIES.
The Software may contain a level editor or other similar type tools, assets and other
materials (the “Software Utilities”) that permit you to construct or customize new game
levels and other related game materials for personal use in connection with the Software
(“Customized Game Materials”). In the event the Software contains such Software
Utilities, the use of the Software Utilities is subject to the following additional terms,
conditions and restrictions:
(a) All Customized Game Materials created by you are exclusively owned by
LICENSOR and/or its licensors (as the case may be) and you hereby transfer, assign and
convey to LICENSOR all right, title and interest in and to the Customized Game
Materials and LICENSOR and its permitted licensors may use any Customized Game
Materials made publicly available to you for any purpose whatsoever, including but not
limited to for purposes of advertising and promoting the Software;
(b) You will not use or permit third parties to use the Software Utilities and the
Customized Game Materials created by you for any commercial purposes, including but
not limited to distributing, leasing, licensing, renting, selling, or otherwise exploiting,
transferring or assigning the ownership of such Customized Game Materials;
(c) Customized Game Materials must be distributed solely for free; provided, that you
may contact LICENSOR for a license to commercially exploit the Customized Game
Materials which LICENSOR may grant or deny in its sole discretion;
(d) Customized Game Materials shall not contain modifications to any other executable
files;
(e) Customized Game Materials must be used alone and can be created if the Customized
Game Materials will be used exclusively in combination with the commercially released
retail version of the Software.
(f) Customized Game Materials cannot contain libelous, defamatory or other illegal
material, material that is scandalous or invades the rights of privacy or publicity of any
third party, or contain any trademarks, copyright-protected work or other property of
third parties (without a valid license); and
(g) All Customized Game Materials must contain the proper credits to the authors of the
Customized Game Materials and must indicate that LICENSOR is not the author of the
Customized Game Materials with additional language that “THIS MATERIAL IS NOT
MADE, GUARANTEED OR SUPPORTED BY THE PUBLISHER OF THE
SOFTWARE OR ITS AFFILIATES.”
LIMITED WARRANTY: LICENSOR warrants to you (if you are the initial and original
purchaser of the Software) that the original storage medium holding the Software is free
from defects in material and workmanship under normal use and service for 90 days from
the date of purchase. If for any reason you find a defect in the storage medium during the
warranty period, LICENSOR agrees to replace, free of charge, any Software discovered
to be defective within the warranty period as long as the Software is currently being
manufactured by LICENSOR. If the Software is no longer available, LICENSOR retains
the right to substitute a similar program of equal or greater value. This warranty is limited
to the storage medium containing the Software as originally provided by LICENSOR and
is not applicable to normal wear and tear. This warranty shall not be applicable and shall
be void if the defect has arisen through abuse, mistreatment, or neglect. Any implied
warranties prescribed by statute are expressly limited to the 90-day period described
above.
Except as set forth above, this warranty is in lieu of all other warranties, whether oral or
written, express or implied, including any other warranty of merchantability, fitness for a
particular purpose or non-infringement, and no other representations or warranties of any
kind shall be binding on LICENSOR.
When returning the Software subject to the limited warranty above, please send the
original Software only to the LICENSOR address specified below and include: your
name and return address; a photocopy of your dated sales receipt; and a brief note
describing the defect and the system on which you are running the Software.
IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR
MALFUNCTION OF THE SOFTWARE, INCLUDING DAMAGES TO PROPERTY,
LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE
EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR’S LIABILITY SHALL NOT EXCEED THE ACTUAL PRICE PAID FOR
USE OF THE SOFTWARE. SOME STATES/COUNTRIES DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS AND/OR EXCLUSION OR
LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. THIS WARRANTY
GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS
THAT VARY FROM JURISDICTION TO JURISDICTION.
TERMINATION: This Agreement will terminate automatically if you fail to comply with
its terms and conditions. In such event, you must destroy all copies of the Software and
all of its component parts. You can also end this Agreement by destroying the Software
and all copies and reproductions of the Software and deleting and permanently purging
the Software from any client server or computer on which it has been installed.
U.S. GOVERNMENT RESTRICTED RIGHTS: The Software and documentation have
been developed entirely at private expense and are provided as “Commercial Computer
Software” or “restricted computer software.” Use, duplication or disclosure by the U.S.
Government or a U.S. Government subcontractor is subject to the restrictions set forth in
subparagraph (c)(1)(ii) of the Rights in Technical Date and Computer Software clauses in
DFARS 252.227-7013 or as set forth in subparagraph (c)(1) and (2) of the Commercial
Computer Software Restricted Rights clauses at FAR 52.227-19, as applicable. The
Contractor/ Manufacturer is the LICENSOR at the location listed below.
EQUITABLE REMEDIES. You hereby agree that if the terms of this Agreement are not
specifically enforced, LICENSOR will be irreparably damaged, and therefore you agree
that LICENSOR shall be entitled, without bond, other security, proof of damages, to
appropriate equitable remedies with respect any of this Agreement, in addition to any
other available remedies.
INDEMNITY: You agree to indemnify, defend and hold LICENSOR, its partners,
licensors, affiliates, contractors, officers, directors, employees and agents harmless from
all damages, losses and expenses arising directly or indirectly from your acts and
omissions to act in using the Software pursuant to the terms of the Agreement.
MISCELLANEOUS: This Agreement represents the complete agreement 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. If any
provision of this Agreement is held to be unenforceable for any reason, such provision
shall be reformed only to the extent necessary to make it enforceable and the remaining
provisions of this Agreement shall not be affected. This Agreement shall be construed
under New York law as such law is applied to agreements between New York residents
entered into and to be performed within New York, except as governed by federal law
and you consent to the exclusive jurisdiction of the state and federal courts in
New York, New York. IF YOU HAVE ANY QUESTIONS CONCERNING THIS
LICENSE, YOU MAY CONTACT IN WRITING [TAKE-TWO INTERACTIVE
SOFTWARE, INC.]
622 BROADWAY, NEW YORK, NY 10012.