TERMS OF SERVICE AGREEMENT

Welcome to the Respawn website. This Terms of Service Agreement (“Agreement”) constitutes a legally binding contract between Respawn Entertainment, LLC, a California Limited Liability Company (“Respawn,” “we,” “us,” “our”) and you with respect to your use of the Respawn website, located at www.respawn.com and at any other address maintained by us, and the Proprietary Information, Services, and Games (as defined below) (collectively, the “Website”). Be advised that this Agreement contains disclaimers of warranties and limitations on liability applicable to you.

By using the Website, Proprietary Information, Services, and/or Games, you agree to be bound by this Agreement. Thus, it is important that you carefully read and understand the terms and conditions of this Agreement. You hereby acknowledge that you have carefully read all of the terms and conditions of this Agreement and our Privacy Policy and agree to all such terms and conditions.

Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. We reserve the right at any time, with or without cause, to (a) change the terms and conditions of this Agreement; (b) make any changes to the Website, Proprietary Information, Services, and/or Games; (c) eliminate or discontinue any aspect of the Website, Proprietary Information, Services, and/or Games; and (d) deny or terminate your use of and/or access to the Website, Proprietary Information, Services, and/or Games. Any changes we make will be effective immediately upon our making such changes available on the Website or otherwise providing notice thereof. You agree that your continued use of the Website, Services, or Games after such changes constitutes your acceptance of such changes.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT USE THE WEBSITE OR ANY OF THE PROPRIETARY INFORMATION, SERVICES, OR OUR GAMES.

Use of Services, Proprietary Information, And Games

The services made available on, by or through the Website, which include or may include, without limitation, and any and all games provided by Respawn (the “Games”) and registration, blogs, message boards, chat rooms or channels, in-game communication, and involvement in Respawn events (collectively, the “Services”), as well as any information provided on, by or through the Website or as part of or in connection with the Services or otherwise, including but not limited to algorithms, animations, artwork, audio/visual materials, characters, communications, data, designs, engines, environments, formulae, game design features, graphics, illustrations, images, interactive elements, items, levels, links, logos, master works, master databases, mechanisms, methods of operation, models, musical compositions and recordings, object code, plots, references, sounds, source code, scripts, stories, technology, text, trademarks and service marks, trade secrets, video, and works of authorship (the “Proprietary Information”), are provided for personal use only and not for any for-profit or commercial activities or purpose or for resale. Without the prior written consent of Respawn, you may not adapt, copy, decompile, digitize, disassemble, display, distribute, download, modify, perform, post, reproduce, republish, sell, sub-license, translate, transmit, upload, or commercially exploit in any way any part of the Website, Proprietary Information, Services, Games, or any other Respawn materials or property, nor may you authorize any third party to do so. You agree that you will take all reasonable steps to prevent any unauthorized use of the Website, Proprietary Information, Services, or Games, and you agree to immediately advise Respawn of any unauthorized use of which you are aware.

Respawn permits you to view and print a reasonable number of copies of web pages located on the Website for your own personal use, but not for any for-profit or commercial purpose or for resale; provided that (a) you retain all trademark, copyright, and other proprietary notices contained in the original materials, (b) you provide attribution to Respawn, (c) the material is printed in its entirety without modification, reformatting or adaptation of any kind, and (d) any such copies are subject to the terms and conditions of this Agreement and remain the property of Respawn. Failure to abide by these conditions will immediately terminate any authorization to use the

Website, Proprietary Information, Services, and Games and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of Respawn or others.

Ownership

The Website is owned and operated by Respawn, and the Proprietary Information, Services, and Games (and any intellectual property and other rights relating thereto) are and will remain the property of Respawn. The Website, Proprietary Information, Services, and Games are protected by U.S. and international copyright, patent, trademark, trade dress, trade secret, and other laws, and you acknowledge that these rights are valid and enforceable. The trademarks, logos, and service marks displayed on the Website are the registered and unregistered trademarks of Respawn, Respawn licensors and suppliers, and/or others. The Proprietary Information, Website, Services, and Games may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by Respawn or, if so indicated in writing by Respawn, its licensors or suppliers. Use of the Website or any Proprietary Information, Services, or Games for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website or any Proprietary Information, Services, or Games.

Nothing contained in this Agreement or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Proprietary Information without the express written permission of Respawn, Respawn licensors or suppliers, or the third party owner of any such Proprietary Information, except as set forth in Sections 5 and 6, below.

Registration

Access to certain functionalities of the Website will require you to register with and/or provide certain information to Respawn. We reserve the right to decline to provide Services to any person for any or no reason. When registering or providing information to Respawn, you agree: (a) to provide accurate, current and complete information; and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is inaccurate, is not current, or is incomplete, we may terminate your use of the Website, Proprietary Information, Services, and/or Games. You understand that any information you provide will be treated by Respawn in the manner described in our Privacy Policy.

Postings and Other Submissions

As part of your use of the Website, you may participate in certain message boards, blogs, chat rooms or channels, in-game communications, member communications and/or other public forums. Your participation is voluntary; however, by choosing to make any communication, post photos or comments, send any messages, submit any ideas or feedback (including but not limited to ideas or feedback regarding suggestions for gameplay elements or designs), or otherwise participate in any Respawn forum, you acknowledge and agree that any postings, messages, text, photos, audio/visual works, information, suggestions, feedback or content of any kind provided by you (collectively, “Content”) may be viewed by the general public and willnot be treated as private, proprietary or confidential.

In exchange for Respawn enabling your contribution of Content, when you contribute Content to the Website, a Respawn Service, or a Respawn Game, you expressly grant to Respawn and its affiliates, licensees, sub-licensees, and other users of Respawn Services or Games within the scope of their use of Respawn Services or Games, a non-exclusive, perpetual, worldwide, complete and irrevocable right, without compensation to you or others, to adapt, broadcast, copy, create derivative works of, distribute, incorporate, license, perform, post, publicly display, quote, reproduce, sub-license, syndicate, translate, transmit, and otherwise communicate, use and exploit such Content, or any portion thereof, throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such Content, and such permission shall be perpetual and may not be revoked for any reason. You grant Respawn all licenses, consents and clearances to enable Respawn to use such Content. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.

By posting or providing any Content on the Website, you represent and warrant to Respawn that you own or have the right to use and permit us to use and license such Content in the manner stated in this Agreement. You agree not to post or provide any Content that belongs to any person other than yourself or that contains the name, voice or likeness of any person other than yourself, or of any work that is protected by copyright of any person other than you, unless you first obtain permission to do so, and to grant to us the rights granted in this agreement, from that person.

If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason.

You further agree that we may use the posted or provided Content in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Content for any reason, and to edit, refuse to post or remove any Content submitted by you or others. We cannot and do not guarantee that we will post all Content submitted or that such content will not be offensive, defamatory or objectionable. Although we reserve the right to remove without notice any Content for any reason, we have no obligation to delete Content that you personally may find objectionable or offensive. We do not control in real time the Content posted via the Services and as such do not guarantee the accuracy, integrity or quality of such Content. In addition to other disclaimers found in this Agreement, we do not endorse or make any warranties or representations with respect to the accuracy, completeness or timeliness of any Content posted on the Website.

Respawn Buttons, Links and Widgets

You may use the Respawn buttons, links and widgets displayed on this Website provided that (a) such buttons, links and widgets link only to the Website; (b) you do not modify such buttons, links, widgets or associated code in any manner, (c) you do not use any such buttons, links, widgets in any manner which implies or suggests that Respawn operates, endorses, sponsors or recommends the website on which such buttons, links and widgets are used, and (d) the use of such buttons, links and widgets, and the website on which such buttons, links and widgets are used, do not violate Section 9, below. You acknowledge and agree that all rights in and to the Respawn Proprietary Information are our exclusive property, and any goodwill generated by your use of any Respawn buttons, links or widgets will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any Respawn trademark or other proprietary right. We retain the right to revoke the permission to use such buttons, links and widgets at any time for any reason.

Respawn Software, Utilities and Tools

Certain Services or Games may require or allow you to download or otherwise acquire software, updates or patches, or other utilities or tools (the “Software”) from Respawn or its licensors. You acknowledge and agree that all rights in and to the Software are our exclusive property, and any goodwill generated by your use of the Software will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of the Software. Respawn grants to you a non-exclusive, limited license to use the Software solely for the purpose stated by Respawn at the time the Software is made available to you. If an End User License Agreement is provided with the Software, your use of the Software is subject to the terms of that agreement. We retain the right to revoke the permission to use the Software at any time for any reason. You may not sub-license, or charge others to use or access the Software. You may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from the Software. You may not modify the Software or use it in any way not expressly authorized in writing by Respawn. You understand that Respawn’s introduction of various technologies may not be consistent across all platforms and that the performance of the Software may vary depending on your computer and other equipment. From time to time, Respawn may provide you with updates or modifications to the Software. You understand that certain updates and modifications may be required in order to continue use the Software.

Third-Party Links

The Website may contain links to other websites for your convenience. We do not control the linked websites or the content provided through such websites, and we have not reviewed such websites in their entirety. Your use of linked websites is subject to any policies or agreements established by the linked website, and we disclaim all liability for such use. The fact that we offer such links does not indicate any approval or endorsement by us of any linked website or any material contained on any linked website, and we disclaim any such approval or endorsement.

Third-Party Products

Descriptions or images of, or references to, third-party products, services or publications on the Website do not imply our endorsement of such products, services and publications, and we are not responsible for, and disclaim any endorsement of, any such product, service or publication.

Prohibited Conduct

You agree not to use the Website, Services, Games, or Proprietary Information to take any action or actions that:

(a) are or may be contrary to Respawn’s public image, goodwill or reputation;
(b) express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
(c) infringe on our or any third party’s copyright, patent, rights of privacy, rights of publicity, trademark, trade dress, trade secret or other proprietary rights;
(d) transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
(e) modify, adapt, decompile, disassemble, modify, reverse engineer, translate, or attempt to derive the source code of any portion of the Website, Services, Games, or Proprietary Information;
(f) remove any copyright, trademark, or other notices of proprietary rights contained in or on the Website, Services, Games, or Proprietary Information;
(g) assign, convey, lease, rent, sell, sub-license, or transfer any rights under this Agreement to any third party, or otherwise commercially exploit or profit from the Website, Services, Games, Proprietary Information, or any portion thereof, in any manner whatsoever;
(h) forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;
(i) “frame” or “mirror” any part of the Website without our prior written authorization;
(j) involve using or distributing of any adware, malware, spyware, spoofers, Trojan Horses, viruses, worm or other similar or deleterious files, scripts or programming routines;
(k) restrict or inhibit any other visitor from using the Website, including, without limitation, by means of “hacking” or defacing any portion of the Website;
(l) involve hosting, providing, developing, or using services for or using the Website, Proprietary Information, Services, or Games, or intercepting, emulating or redirecting the communication protocols used by Respawn in any way, including but not limited to packet sniffing, protocol emulation, tunneling, modifying or adding components, or using a utility program or any other techniques now known or hereafter developed;
(m) involve impersonating another person or falsely indicating that you are an employee or representative of Respawn or its partners or affiliates;
(n) involve facilitating, creating or maintaining any unauthorized connection to the Website, Proprietary Information, Services, or Games, or any portion thereof, or to any unauthorized server that emulates the Website, Proprietary Information, Services, or Games;
(o) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of Respawn or its licensors or suppliers;
(p) involve the preparation or distribution of “spam,” chain letters, junk mail, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003);
(q) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to decode, display, intercept, or mine any packets used to communicate between the Website’s servers or any data not intended for you;

(r) involve using or developing any robot, spider, site search or retrieval application, or other manual or automatic device or process to “data mine,” circumvent the navigational structure of, index, reproduce, or retrieve the Website or its contents, presentation, authentication and security measures;
(s) involve using or developing any automated programs, “bots,” cheats, macros, or utilities designed for obtaining any unfair or unintended advantage in the Games;
(t) involve harvesting or collecting information about any Website visitors or members without their express consent, including but not limited to user names, passwords, e-mail addresses, account information, or other private information;
(u) involve posting information about any Website visitors or members without their express consent, including but not limited to real names, passwords, e-mail addresses, phone numbers, addresses, account information, or other private information;
(v) involve advertising or solicitations to sell a product or service to others or constitute any other commercial use of the Website;
(w) are abusive, defamatory, discriminatory, harassing, hateful, invasive of privacy, libelous, obscene, pornographic, threatening, or tortious;
(x) interfere with the ability of others to enjoy using Respawn’s Website, Services, or Games or interfere with or materially increase the cost of providing Respawn’s Website, Services, or Games for the enjoyment of all of its users; and/or
(y) violate any applicable law, statute, ordinance, or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability.

Improper use of the Website, Services, Games, or Proprietary Information may result in termination of your access to and use of the Website, Proprietary Information, Services, and/or Games, and may also result in civil or criminal liability.

Eligibility To Use Website, Proprietary Information, Services,
And Games

If you are under 13 years of age, then you may not use the Website. By your use of the Website, Proprietary Information, Services, or Games, you affirm that you are (a) 18 years of age or older; or (b) are between 13 and 17 years of age and possess legal parental or guardian consent and entry into this Agreement on your behalf. You agree that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and that you will abide by and comply with this Agreement.

Limitations On Use In Certain Jurisdictions

The Website is controlled and operated by Respawn in the State of California, United States of America. Respawn makes no representation that the Website operates (or is legally permitted to operate) in all geographic areas, or that the Website, Proprietary Information, Services, or Games are appropriate or available for use in other locations. Accessing the Website from territories where the Website or any content or functionality of the Website or portion thereof is illegal is expressly prohibited. If you choose to access the Website, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws. You agree to abide by U.S. and any other applicable export control laws, and that you will not upload to the Website any data or software that cannot be exported without prior government authorization, including but not limited to certain types of encryption software. By downloading Software from Respawn, you warrant that you are not located in any country, or exporting Software to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods.

Termination

This Agreement is effective from the date that you first access the Website or submit any information to Respawn, whichever is earlier, and shall remain effective until terminated in accordance with its terms. Respawn may immediately terminate this Agreement, and/or your access to and use of the Website, Proprietary Information, Services, or Games, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Your authorization to access the Website, Proprietary Information, Services, and Games will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of such authorization or of this Agreement, your right to use the Website, Proprietary Information, Services, or Games shall immediately cease, and you shall destroy all copies of information that you have obtained from the Website, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all of Respawn’s rights of ownership and use of information or property, including Proprietary Information, shall survive any termination.

Respawn reserves the right at any time, and from time to time, to modify, suspend, or discontinue, temporarily or permanently, the Website, Services, Games, and/or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, Services, Games or any part of portion thereof. Nothing in this Agreement shall be construed to obligate Respawn to maintain and support the Website, Services, or Games, or any part or portion thereof, during or after the term of this Agreement.

Disclaimers

THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE PROPRIETARY INFORMATION, SERVICES, AND GAMES, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE PROPRIETARY INFORMATION AND WEBSITE IS CURRENT AND/OR UP-TO-DATE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE WEBSITE, PROPRIETARY INFORMATION, SERVICES, OR GAMES, OR YOUR USE OF THE WEBSITE, PROPRIETARY INFORMATION, SERVICES, OR GAMES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE,
SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE WEBSITE, OR ANY INFORMATION, SERVICES, GAMES, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE WEBSITE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR OBJECTIONABLE MATERIAL. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE WEBSITE, SERVICES, OR GAMES, EITHER IN TERMS OF THEIR COMPATABILITY WITH HARDWARE OR OTHER SOFTWARE OR EQUIPMENT, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, PROPRIETARY INFORMATION, SERVICES, AND/OR GAMES AND YOUR RELIANCE THEREON.

Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER RESPAWN NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE, PROPRIETARY INFORMATION, SERVICES, GAMES, AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THIS WEBSITE, THE PROPRIETARY INFORMATION, SERVICES, GAMES, OR ANY LINKED WEBSITE IS TO STOP USING THE WEBSITE, PROPRIETARY INFORMATION, SERVICE, GAME, OR LINKED WEBSITE, AS APPLICABLE.

Indemnification

You agree to fully indemnify, defend, and hold harmless Respawn, our licensors, suppliers, agents, successors, and assigns and our and their directors, officers, employees, agents, consultants, and other representatives, from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement, including but not limited to the Prohibited Conduct; (b) any allegation that any materials you submit to us or transmit to the Website infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Website or other websites to which the Website is linked; and/or (d) your negligence or willful misconduct.

Equitable Remedies

You acknowledge and agree that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement by you. Respawn shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance, as a remedy for any such breach or threatened breach. Such remedies shall not be the exclusive remedies for a breach by you, but shall be in addition to all other remedies available to Respawn at law or in equity.

Claims of Copyright Infringement

If you believe in good faith that materials hosted by Respawn infringe your copyright, please send us a notice requesting that the material be removed, or access to it blocked, in accordance with the Digital Millennium Copyright Act (“the “DMCA”). The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Respawn to locate the material on the Website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. Notices and counter-notices with respect to the Website should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Agent to Receive Notices of Claimed Infringement

Respawn Entertainment
Info@respawn.com

Notice for California Users

In accordance with California Civil Code Section 1789.3, Respawn advises California Website users of the following information: (a) This service is provided by Respawn Entertainment, LLC, [Address] [Telephone Number]; (b) Any fees and charges will vary depending on the services selected by you; and (c) If you have a complaint or desire further information, you may visit the customer support section of Respawn’s Website. Additionally, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

General Provisions

(a) Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible and otherwise deemed severable from this Agreement, and shall not affect the validity and enforceability of any remaining provisions. (b) Integration. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. (c) Modification. This Agreement may not be changed, waived or modified except by Respawn as provided herein or otherwise by written instrument signed by Respawn. (d) Assignment. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sub-licensable by you except with Respawn’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Respawn may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.

Waiver. No waiver by either party of any breach or default hereunder shall be effective unless made in a writing signed by the party, and no waiver shall be deemed to be a waiver of any preceding or subsequent breach or default.

Headings. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to conflict of laws. Choice of Venue. Any claim asserted in any legal proceeding by you or Respawn shall be commenced and maintained in any state or federal court located in Los Angeles County, State of California, USA, having subject matter jurisdiction with respect to such dispute. You and Respawn agree to submit to the personal jurisdiction of such court.

Effective June 28th, 2011