OPEN BETA LICENSE/NDA AGREEMENT



Welcome to the Batman Arkham: Origins Multiplayer Open Beta registration page (the “Site”). Through the Site, WB Games Inc. (“WB Games”) is offering you access to play the pre-release version of Batman Arkham: Origins Multiplayer Mode (the “Game”), which is being developed by or for WB Games.  WB Games has established an Open Beta Test program (the “Beta Program”) to, among other things, allow a number of people to test the features, capabilities and performance of the Game and provide feedback to WB Games. Please carefully read this Beta License NDA Agreement, which includes the Privacy Policy [<http://www.warnerbros.com/privacy/policy.html>], incorporated here by this reference (collectively, the “Agreement”).  By using or accessing this Site, you represent that you (or your parent or legal guardian on your behalf if you are a minor) have read, understood and agree to the Agreement in its entirety, including the Privacy Policy. If you, or in the case that you are a minor, your parent(s) or legal guardian(s) do not agree with any of the Agreement, including the Privacy Policy, then please do not use or access the Site.  You acknowledge that this Beta Program is only open to employees of WB Games, WB Games’ affiliates, and certain authorized subcontractors of WB Games, and you represent and warrant by using the Site that you are either an employee of WB Games, an employee of a WB Games affiliate or an authorized subcontractor of WB Games.


1. Agreement



(A) You represent and warrant that you are not a principal, employee, agent, independent contractor, officer or director of a developer or publisher of video or computer games (other than WB Games, a WB Games affiliate, or one of WB Games’ subcontractors). You further represent and warrant that you are not a principal, employee, supplier, independent contractor, officer or director of any entity that participates either directly or indirectly in the sale of in-game items, including but not limited to, items, attributes, abilities, etc., whether these sales are to the general public or to a third-party. You represent and warrant that you are entering into this Agreement on a completely voluntary basis with no expectation of any form of compensation whatsoever other than what is expressly provided for in this Agreement.

(B) In connection with the Beta Program, WB Games may provide you, on a temporary basis, access to the pre-release copy of the Game. You understand and agree that the pre-release copy and all other Materials (as defined below) provided to you are confidential or proprietary information of WB Games and are not intended for public release.  You agree as a condition of participating in the Beta Program to (i) not copy or reproduce the pre-release copy of the Game, the Materials or any other confidential or proprietary information of WB Games, and (ii) safeguard access to the pre-release copy of the Game, the Materials and confidential and proprietary information and prevent unauthorized access to, reproduction of, disclosure of and/or unauthorized use of, the pre-release copy of the Game, the Materials and confidential and proprietary information of WB Games.


(C) You will carry out the testing in your home, will not provide access to the Game to any other person, will not leave your console or PC unattended while logged into the Game, will not allow others to watch you play the Game and will not allow a third party to access the Game code in any way.  You will not disclose any part of the Game to any third party, including but not limited to any trade or consumer press, news agency or any competitor of WB Games. You agree that a breach of the above obligations may cause irreparable harm to WB Games, and WB Games is entitled to (in addition to any other remedies available to it) ex parte injunctive relief without bond to prevent the breach or threatened breach of your obligations.  ONCE THE COMMERCIAL VERSION OF THE SITE AND GAME HAVE BEEN RELEASED BY WB GAMES TO THE PUBLIC, YOUR CONFIDENTIALITY OBLIGATION (AS SET FORTH HEREIN) SHALL CONTINUE ONLY WITH RESPECT TO INFORMATION CONCERNING THIS BETA PROGRAM, INCLUDING ALL FEEDBACK AND COMMENTS (WHETHER FROM YOU, ANY OTHER PARTICIPANT, OR FROM WB GAMES EMPLOYEES).

(D) As a tester, you are invited to play the Game for the sole purpose of evaluating the Game and identifying errors.  Nothing in this Agreement or your participation in the Beta Program shall be construed as granting you any rights or privileges of any kind with respect to the Game or rights to receive any other compensation of any kind for your participation and does not constitute an employment agreement or offer of such an agreement between you and WB Games. The Game is provided on an "as is" and "as available" basis and WB Games makes no warranty to you of any kind, express or implied.  WB Games may, in its sole discretion for any reason and at any time without notice during the Beta Program terminate your participation therein without any form of compensation due to you whatsoever for this termination.

 (E) When playing the Game, you may accumulate earned points, achievement points, or other value or status indicators and items acquired by such points, all of which are non-refundable, non-tradable and have no monetary value.  You acknowledge and agree that WB Games reserves the right to add, remove or reset any such points, virtual items or other data  at any time during the testing process (without any notice to you), and such items may be reset when the Game completes the Beta Program.  In this case, all player history and data will be erased and each player will return to novice status at the end of the Beta Program.

(F) By selecting a "Play" button to start the Game, you agree that: (i) WB Games is not providing you with any hardware to run the Game or connect to WB Games’ servers; (ii) playing the Game is at your own risk and you know that the Game may include known or unknown bugs, (iii) any value or status indicators that you achieve through game play may be erased at any time, (iv) WB Games has no obligation to make the Game available for play without charge for any period of time, nor to make it available at all, (v) this is a Open beta test, you will keep all information about the Game confidential as stated above and not disclose such information to any other person; and (vi) you will not use the Site, the Game or the Materials for any purpose that is unlawful or prohibited by the terms and conditions of this Agreement.

(G) Beta Program accounts are non-transferable under any circumstances. You may not share your log-in or access information with anyone.



2.      Use of Content/Intellectual Property

All Site and Game software, code, design, text, scripts, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, programs, routines, objects, files, data, characters/avatars (including all attributes comprising or associated with any player account such as virtual currency and virtual items), players, or other copyrightable elements, and the selection and arrangements thereof, and trademarks, service marks and trade names (the "Material") are the property of WB Games and/or its subsidiaries, affiliates, assigns, licensors or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws.

WB Games hereby grants to you a personal, limited, non-exclusive, revocable, non-assignable and non-transferable license to use and display the Site, Game and the Materials for noncommercial and personal use and solely for purposes permitted by, and in a manner consistent with the terms of this Agreement. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any Material to any third party (including, without limitation, the display or distribution of the Material via a third party website) without the express prior written consent of WB Games.  Use of WB Games’ and/or its licensors' Material is only permitted with their express written permission. You further agree that you will not, under any circumstances: (a) in whole or in part, translate, reverse engineer, derive source code from, disassemble, decompile the Site or the Game; (b) use cheats, automation software, hacks, or any unauthorized third party software to modify the Site or the Game; (c) use the functionality of the Site or Game for transferring any in-game currency, item, avatar or account to another user in exchange for payment outside the Site; or (d) perform any in-game services or activity on another user's account in exchange for payment outside the Site.

Any and all rights not specifically and expressly granted by WB Games herein are reserved, and no license, permission or right of access or use not granted expressly herein shall be implied.  WB Games reserves the right to suspend or terminate operation of this Site and/or the Game at any time for any reason without any notice or liability to you. WB Games has the right to change or discontinue any aspect or feature of the Site and/or the Game, including, but not limited to, content, hours of availability, and equipment needed for access or use, at any time without any notice or liability to you. Any use of the Site and/or the Game not expressly authorized by us is strictly forbidden and will be regarded as an infringement of WB Games’ and/or its subsidiaries’, affiliates’, assigns’, licensors’ copyrights in and to the Site and/or the Game.

YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS AGREEMENT SHALL HAVE THE EFFECT OF TRANSFERRING THE OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS, SLOGANS, SERVICE MARKS, TRADE NAMES, TRADE DRESS OR OTHER PROPRIETARY RIGHTS IN THE SITE, GAME OR MATERIALS OR ANY PART THEREOF TO YOU OR ANY THIRD PARTY NOR TO AUTHORIZE YOU TO CREATE DERIVATIVE WORKS BASED THEREON. You undertake not to do any act or thing which is inconsistent with or which is likely in any way to prejudice such rights.



3.   Confidentiality


Confidential Information Defined. "Confidential Information" shall mean: (a) any and all information relating to or contained in the Site, the Game, the Materials, and/or the Beta Program, including, without limitation, information relating to: (i) the performance, capabilities, bugs and contents of the Site and/or the Game, (ii) your  feedback and comments, (iii) any other Beta Program participant’s feedback and comments, and (iv) any WB Games’ employee’s feedback and comments, (b) the terms of this Agreement, and (c) any and all information relating to the future or proposed games, services or business operations of WB Games and/or its subsidiaries or affiliates. Confidential Information includes, without limitation, all such information disclosed to you prior to your accepting this Agreement. You acknowledge and agree that the Confidential Information constitutes valuable trade secrets of WB Games and/or its subsidiaries and affiliates.

Confidentiality Obligation. You shall keep the Confidential Information in confidence and shall not publish, disclose, or otherwise make available, directly or indirectly, any Confidential Information to any third party. However, you may disclose the Confidential Information in accordance with a judicial or governmental order; provided, however, that you shall give WB Games reasonable written notice prior to disclosure and shall comply with any applicable protective order or equivalent.


4.   Submissions



Our License to Your Content/Intellectual Property.  By uploading or otherwise submitting, posting, uploading, communicating or otherwise distributing (collectively, "Distribute") any texts, messages, ideas, concepts, pitches, suggestions, stories, screenplays, treatments, feedback, comments, and other similar materials (collectively, “Solicited Submissions”) to WB Games via any feature or activity on the Site or the Game for our review or display, you (and your parents, if you're under age 18) automatically grant (or warrant that the owner of such rights has expressly granted) to us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such materials or incorporate such materials into any form, medium, or technology (now known or hereafter developed or devised) throughout the universe. In addition, you warrant that all so-called "moral rights" and other rights recognized throughout the world (including without limitation, the European Economic Community) in those materials have been waived.



Our long-standing company policy does not allow us to accept or consider submissions that are not expressly requested or enabled through the Site and/or the Game (“Unsolicited Submissions”) so please do not Distribute any Unsolicited Submissions on or through the Site. We want to avoid the possibility of future misunderstandings when projects developed by us or under our direction might seem to others to be similar to their own creative work. We therefore ask that you not Distribute any Unsolicited Submission. In any event, you agree that any Solicited Submissions and/or Unsolicited Submissions (collectively, “Submissions”) you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of any review, compensation or consideration of any type.



The provisions of this Agreement apply equally to Unsolicited Submissions and Solicited Submissions.  WB Games, its licensees, licensors, distributors, agents, representatives and other authorized users shall be entitled to exploit and/or disclose all Unsolicited Submissions and Solicited Submissions, and we shall not be liable to you or to any person claiming through you for any exploitation or disclosure of these Submissions.



5.   Rules of Conduct



The following Rules of Conduct apply to the Site and the Game. By using the Site and/or the Game, you agree that you will not Distribute any Submission that contains:



profanity, obscenities ("swear words") or sexual content (express or implied).
attacks, comments, or opinions about other people or things that slander, defame, threaten, insult or harass another person.
information that might identify another player
requests for player passwords (including offers to take care of another's account).
romance role playing.
"spamming" (repeatedly posting the same message) or "party boards".
gangs, gang-slang, or the promotion of gangs.
promotions offering prizes of any sort (including contests, raffles, lotteries, chain letters or any kind of giveaway).
"cheats" or "hacks", or information or links to sites claiming to have these
other information that we deem, in our sole discretion, to be inappropriate for this site.


6.   Third Party Sites



The Site may link you to other websites, software or mobile applications. These other sites are not under our control, and you acknowledge that (whether or not such sites are affiliated in any way with us) we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by us or any association with its operators.



7.   Diagnostic Information/Monitoring.



As a condition to participation in the Beta Program, you grant WB Games the right to upload certain system and software information from your computer system during your participation in the Beta Program, solely for the purpose of evaluating and improving the Game. You further acknowledge that any and all Game character data is stored and is resident on WB Games’ or its affiliates servers, and any and all communications that you make within the Game or as part of the Beta Program (including, but not limited to, messages solely directed at another player or players) traverse through WB Games’ or its affiliates’ servers, may or may not be monitored by WB Games’ or its affiliates’ personnel and, accordingly, you have no expectation of privacy in any such communication.



8.   Miscellaneous



 No Warranty.  THE SITE AND THE GAME ARE BEING DELIVERED TO YOU ON AN “AS AVAILABLE” AND "AS IS" BASIS AND WB GAMES (INCLUDING ITS SUBSIDARIES AND AFFILIATES) MAKE NO WARRANTY AS TO ITS USE, RELIABILITY OR PERFORMANCE.  WB GAMES DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SITE AND/OR THE GAME.  WB GAMES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SITE AND/OR THE GAME INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.  YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE GAME AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE.



We are not responsible or liable for any infections or contamination of your system, or delays, inaccuracies, errors, or omissions arising out of your use of the Site and/or the Game or with respect to the information and material contained on the Site and/or Game. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any material rests with you.



Limitation of Liability. IN NO EVENT WILL WB GAMES (OR ITS AFFILIATES OR SUBSIDIARIES) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, EXPEMPLARY, LIQUIDATED SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABIILTY ARISING FROM YOUR USE OF THE SITE AND/OR GAME.  IN NO EVENT WILL WB GAMES (OR ITS AFFILIATES OR SUBSIDIARIES) BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SITE AND/OR THE GAME OR ANY USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, DISRUPTION OF SERVICE OR CLAIMS OF A THIRD PARTY REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY.  Some States do not allow the exclusion or limitation of incidental or consequential damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. Notwithstanding the foregoing, in no event shall our  liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount paid by you, if any, for accessing the Site.

 Termination of Account/Site Content.  The privileges granted to you under this Agreement will terminate immediately and automatically without notice from us, if, in our sole discretion, you fail to comply with this Agreement. Further, use of any software, code, device or other mechanism that allows automated gameplay, expedited gameplay, or other manipulation of gameplay or game client will result in immediate termination of your account. WB Games reserves the right, in its sole and absolute discretion, to determine what constitutes manipulation of gameplay or game client.  WB Games also reserves the right to terminate your access to any of the Site and/or the Game at any time.  Finally, WB Games reserves the right to change, modify, and delete the Site and/or the Game or their respective content or features in its sole discretion.

Indemnification.  You agree to indemnify, defend and hold harmless, WB Games and its affiliates and subsidiaries, and its and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you. WB Games reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.



Disputes / Arbitration. If a dispute arises between you and WB Games, our preference is to resolve the matter quickly and in the most cost effective manner possible. Before resorting to the methods described below for settling a dispute, we ask that you provide us with notice of the dispute via email to legal@wb.com <mailto:legal@wb.com>.  Upon receipt, we shall have no less than ten (10) business days to attempt to resolve the dispute with you before the parties resort to the other alternatives described in this Section.



Any dispute of any kind between you and WB Games or any of its affiliates arising under this Agreement shall be resolved by binding arbitration in the county in which you reside.  Both parties reserve the right to seek an injunction or temporary restraining order from a Federal or State court in the United States.  However, after such request for relief has been heard by such court, the remainder of the dispute will be resolved by binding arbitration as otherwise set forth herein.  We reserve the right to demand any remedy for violations of this Agreement.



Any arbitrator proceeding over a dispute arising under these Terms of Service shall be a retired judge or justice of any state or federal court with substantial experience in the subject matter relevant to the matter in dispute and shall follow California law in adjudicating the dispute.  The parties agree that an arbitrator proceeding over a dispute should seek, whenever practicable, to resolve threshold legal issues by way of motions filed by the parties. The parties also agree that they will follow the JAMS rules in arbitrating their dispute, except to the extent that the JAMS rules are inconsistent with this Agreement or the class action waiver described below.



If the claim you wish to assert against us is less than $10,000, then, at your election, the arbitration may precede in-person, by telephone, or by written briefs. At your election, you also may bypass arbitration and proceed to assert your claim in small claims court. If either party files a claim in state or federal court that is required by this Agreement to have been brought to arbitration, then the other party shall be entitled to his/her/its reasonable attorneys' fees incurred in successfully filing a motion to compel the claim to arbitration.



CLASS ACTION WAIVER. THE PARTIES AGREE THAT THEY WILL RESOLVE THEIR DISPUTES ON AN INDIVIDUAL BASIS. ANY CLAIMS BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS AGREEMENT ALSO PREVENTS ANY PARTY FROM PARTICIPATING IN A CLASS ACTION (EXISTING OR FUTURE) THAT WAS BROUGHT BY ANY OTHER PARTY. INSTEAD, THE PARTIES AGREE TO RESOLVE THEIR DISPUTES UNDER THIS AGREEMENT ON AN INDIVIDUAL BASIS.





Modification.  We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement. Once we modify the Agreement, these changes become effective immediately and if you use the Site and/or Game after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review the terms of this Agreement regularly so you are aware of the most current rights and obligations pursuant to your agreement with us.



International Transfer of Information.  As we operate globally, we may need to transfer to, and process personally identifiable information about you, on our servers in the United States and we will use such information consistent with our Privacy Policy and by using the Site, you expressly consent to our Privacy Policy [<http://www.warnerbros.com/privacy/policy.html>].



General.  This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. This Agreement constitutes the entire agreement between you and WB Games and governs your use of the Site and/or the Game.  If any provision of this Agreement is determined by a court or arbitrator to be invalid or unenforceable, such determination shall not affect any other provision of the Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.   You may not assign this Agreement, and any assignment of this Agreement by you will be null and void.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.



Written Agreement. The Agreement constitutes a written agreement between you and WB Games. A printed version of the Agreement, and of any notice given in electronic form related to this Agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.



This Agreement was last modified on July 9, 2013 and is effective immediately.