<table border="0" width="620" cellspacing="0" cellpadding="0"> <tr> <td width="150" ></td> <td width="100%"><p ALIGN="CENTER"><font FACE="Arial" size="4">MOTORSIMS</p> <p ALIGN="CENTER">Terms of Use and Service</font><font FACE="Arial" SIZE="2"></p> <p ALIGN="CENTER"><font color="#FF0000">** IMPORTANT **</font></b></p> <p ALIGN="JUSTIFY"><font FACE="Arial" SIZE="1">Please review the following terms and conditions carefully. This Agreement is a legally binding contract between you ("You") and Motorsport Simulations, Inc. ("MOTORSIMS") regarding your access to and use of its web site, the various services provided in its web site, including, without limitation, on-line game play, chatrooms, shopping, spectator viewing of game play, broadcasting and on-line resources (the "Services") and the information contained therein. </p> <b><p ALIGN="JUSTIFY">Membership. </b>In order to play any of the games, or order any of the products, provided on MOTORSIMS’ website, you must first become a member of MOTORSIMS’ Services. You must access the Services via your modem and telephone line and follow the directions for signing on with the Services. At that time, other than being asked questions about your computer and modem, you will be asked for your credit card and other account information. You will be asked whether you have read this Agreement and agree to abide by its terms. If you answer yes, and have appropriately answered the previous questions and you are approved for membership, you will then be an active member of the Services and MOTORSIMS will permit you to access the Services for your internal use only subject to the terms and conditions of this Agreement. If you answer no, then you will not become an active member of the Services and you will not be permitted access to the Services. MOTORSIMS reserves the right to decline to accept any person for membership for any reason. </p> <b><p ALIGN="JUSTIFY">Password.</b> When you first sign on with the Services, you will have the opportunity to select a Customer ID and password for your membership account. You must have a password and Customer ID to access the Services once your membership is activated. You are responsible for maintaining the secrecy of your password and Customer ID and protecting against unauthorized use of your password and Customer ID. You are also responsible for all activities that occur under your password and Customer ID. You agree to immediately notify MOTORSIMS of any unauthorized use of your password or Customer ID or any other breach of security, and ensure that you exit from your account at the end of each session. MOTORSIMS cannot and will not be liable for any loss or damage arising from your failure to comply with this clause. </p> <b><p ALIGN="JUSTIFY">Registration Requirements. </b>In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form and (b) maintain and promptly update such registration information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or MOTORSIMS has reasonable grounds to suspect that such registration information is untrue, inaccurate, not current or incomplete, MOTORSIMS has the right to suspend or terminate your membership account and refuse any and all current or future use of the Services (or any portion thereof). As part of the registration process, you must certify that you are 18 years of age or older. If you are under the age of 18, then your parent or legal guardian must establish an account for each minor child using the Services. In such event, the parent or legal guardian must certify that he or she is at least 18 years old and that he or she is the legal guardian of the child/children listed on the membership account. By creating a membership account for a minor, the parent gives your minor child permission to access all of the Services including, on-line game play, spectator rooms, broadcasting, message boards, clubs, instant messages and chat (among others). Please remember that the Services are designed to appeal to a broad audience. Accordingly, as the legal guardian, it is the parent’s responsibility to determine whether any of the Services and/or information contained on MOTORSIMS’ website is appropriate for the minor child. </p> <b><p ALIGN="JUSTIFY">Equipment/Telephone Requirements.</b> In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You are responsible for all telephone charges incurred while you access the Services, including without limitation, long-distance charges (and the determination of whether the dial-in phone number selected by you is subject to local or long-distance charges). Any disputes about your telephone charges are strictly between you and your telephone provider. </p> <p ALIGN="JUSTIFY"><b>Motorsims Privacy Policy.</b> Registration information and certain other information about you is subject to our Privacy Policy. For more information, please see our full <a href="http://www.motorsims.com/play-free-online-sims-2-games.html">privacy</a> policy. </p> <b><p ALIGN="JUSTIFY">Member’s Use of Software. </b>Your use of any MOTORSIMS’ software products in conjunction with your access to and use of its website and the Services is expressly subject to the terms and conditions set forth in MOTORSIMS’ End User License Agreement ("EULA"), as amended from time to time. A copy of the EULA can be found at [<a href="http://www.motorsims.com/free-sims-2-games.html">http://www.motorsims.com/standard/join/end_user.html</a>]. By entering into this Agreement, you agree to be bound by the terms and conditions set forth the EULA with respect to your use of any MOTORSIMS software product. You further acknowledge that Motorsims may, from time to time, automatically upgrade any Motorsims’ software products in conjunction with your access to and use of Motorsims’ website and the Services. These upgrades may be made mandatory to continue to use MOTORSIMS’ services.</p> <b><p ALIGN="JUSTIFY">Member’s Use of Services.</b> By using the Services, you agree at all times to use the Services lawfully consistent with these Terms of Use and Services, or as otherwise directed by Motorsims. Registering as a member to use the Services only authorizes you, individually, to personally use the Services and any other dissemination of your Customer ID /password to others is strictly prohibited. MOTORSIMS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that MOTORSIMS shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. </p> <b><p ALIGN="JUSTIFY">Improper Use of the Services.</b> You will not upload onto the Service, or otherwise use the Service for, any destructive or unlawful purposes including, but not limited to, the dissemination of computer viruses, libelous or inflammatory materials, pornographic or obscene information, invasive of privacy, stalking or harassment, abuse, tortious conduct, hateful or racially, ethnically or otherwise objectionable material, or any works infringing upon the patents, copyrights, trademarks, trade secrets or other proprietary rights of third parties. You will not download any portion of the operating software for the Service or otherwise control its operation. You will not impersonate any person or entity, including, without limitation, a MOTORSIMS official, or falsely state or otherwise misrepresent your affiliation with a person or entity. You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services. You will not upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that may be designated for such purpose. </p> <p ALIGN="JUSTIFY">You will not upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You will not disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other members of the Services are able to type, or otherwise act in a manner that negatively affects other members' ability to engage in real time exchanges. You will not interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. You will not intentionally or unintentionally violate any applicable local, state, national or international law. You will not collect or store personal data about other members. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services . IMPROPER USE OF THE SERVICE WILL RESULT IN LOSS OF MEMBERSHIP AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES.</p> <b><p ALIGN="JUSTIFY">Ownership of Content on Web Site</b>. You also understand that all information, data, text, software, music, sound, photographs, graphics, audio, video, messages or other materials, whether publicly posted or privately transmitted (the "Content"), are owned by MOTORSIMS or its licensors. You are expressly prohibited from using any content without the express written consent of MOTORSIMS or its licensors.</p> <b><p ALIGN="JUSTIFY">Information Posted on the Website. </b>All chat and other postings are public and not private communications. Although MOTORSIMS reserves the right to remove without notice any such posting for any reason, MOTORSIMS has no obligation to delete content that You may find objectionable or offensive. Postings by You on any message board or in any chat room will not be protected as confidential, and Motorsims may use and provide information contained in any such postings (including any ideas, concepts, know-how or other intellectual property) to any of its subsidiaries, affiliates or business partners for any purpose whatsoever and as deemed appropriate by Motorsims. In order to provide a truly interactive and enjoyable gaming experience to You, Motorsims may also employ technology that permits vocal chat to occur during gameplay. Consistent with the foregoing, you expressly authorize Motorsims to record and use such vocal chat in any manner deemed appropriate by Motorsims consistent with its legitimate business purposes. MOTORSIMS does not control the information posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such information. Under no circumstances will MOTORSIMS be liable in any way for any information, including, but not limited to, for any errors or omissions in any information, or for any loss or damage of any kind incurred as a result of the use of any information posted, emailed or otherwise transmitted via the Services.</p> <b><p ALIGN="JUSTIFY">DISCLAIMER.</b> MOTORSIMS AND ITS LICENSOR(S) MAKE NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THE QUIET ENJOYMENT OR NON-INFRINGEMENT, WITH RESPECT TO YOUR USE OR INABILITY TO USE THE WEBSITE, THE SERVICES OR THE INFORMATION CONTAINED THEREIN.</p> <b><p ALIGN="JUSTIFY">LIMITATION ON LIABILITY. </b>YOU AGREE THAT MOTORSIMS OR ITS LICENSOR(S) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, ARISING OUT OF YOUR USE OR INABILITY TO USE THE WEBSITE, THE SERVICE, THE INFORMATION CONTAINED THEREIN AND ITS OPERATING SOFTWARE, EVEN IF MOTORSIMS OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.</p> <b><p ALIGN="JUSTIFY">Indemnification. </b>You agree to indemnify and hold MOTORSIMS, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any information that you submit, post to or transmit through the Services, your use of the Services, your connection to the Services, your violation of this Agreement, or your violation of any rights of another person.</p> <b><p ALIGN="JUSTIFY">Termination. </b>You may terminate your membership in any Services at any time by notifying MOTORSIMS in writing of your intent to terminate your membership subject to your payment of all fees or other costs charged to or unpaid on your membership account. You agree that MOTORSIMS, in its sole discretion, may terminate your password, Customer ID, account (or any part thereof) or use of the Services, and remove and discard any information within the Services, for any reason, including, without limitation, for lack of use or if MOTORSIMS believes that you have violated, or acted inconsistently with the intent of, this Agreement. MOTORSIMS also may, in its sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that MOTORSIMS may immediately deactivate or delete your membership account and all related information and files in your membership account and/or bar any further access to such files or the Services. Further, you agree that MOTORSIMS shall not be liable to you or any third-party for any termination of your access to the Services.</p> <b><p ALIGN="JUSTIFY">Product Information.</b> Product offers, prices, terms and other information provided herein are subject to change without notice. You should ascertain the appropriateness of any product as it may pertain to your intended purpose and needs.</p> <b><p ALIGN="JUSTIFY">Dealings With Advertisers. </b>Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that MOTORSIMS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services. </p> <b><p ALIGN="JUSTIFY">Viruses. </b>There is always a possibility of communicating computer viruses. Although MOTORSIMS is making commercially reasonable efforts to prevent the transmission of any viruses to or from the Service, placing your system on-line can expose you to outside attack. MOTORSIMS cannot take responsibility or assume liability for viruses.</p> <b><p>Web Site Links. </b>MOTORSIMS' web sites and the Services may provide, or third parties may provide, links to other World Wide Web sites or resources. The information provided to you in the links in the Services are provided solely for your interactive enjoyment. The results are not guaranteed to be accurate and are in no way endorsed, offered or guaranteed by MOTORSIMS. </p> <b><p ALIGN="JUSTIFY">Trademarks. </b>"AMA SuperbikeŽ" and "AMA 600 CC Supersport" are licensed officially by MOTORSIMS from the American Motorcyclist Association (AMA). Speedcast™, Professional Racing On-line™, Motorsims™ and other related logos are trademarks of MOTORSIMS. Honda Trademarks are used under license from American Honda Motor Co., Inc and Honda Motor Co., Ltd.. Marimba™ and Castanet™ are trademarks of Marimba, Inc. KawasakiŽ and NinjaŽ are trademarks licensed by Kawasaki Motors Corp. However, none of Motorsims’ products are either manufactured nor distributed by Kawasaki Motors Corp. All other trademarks, trade names or other logos belong to their respective owners. Nothing in this Agreement shall be construed as granting any license or other rights in and to such trademarks. All trademark inquiries should be directed to Motorsports Simulations, Inc.</p> <b><p ALIGN="JUSTIFY">Governing Law; Consent to Jurisdiction.</b> You agree that this Agreement is governed by the laws of the State of Texas and that proper and convenient venue lies exclusively with the courts of Dallas County, Texas. You agree to be subject to the personal jurisdiction of the State and federal courts sitting in Dallas County, Texas, U.S.A. or in the United States District Court by the Northern District of Texas in the event that any litigation results concerning any aspect arising out of these Terms of Use and Service. You agree that the statute of limitations for any claim against MOTORSIMS shall be brought within one year from when the claim arose, and any claims not brought within such period of time shall be deemed waived.</p> <b><p ALIGN="JUSTIFY">Reservation.</b> MOTORSIMS reserves the right to amend the terms and conditions hereof at any time without prior notice. Notice of modifications may be given by posting notice of such changes on the Service, by electronic mail, by facsimile or by conventional mail. You agree that your use of the Service constitutes acceptance of all of the terms and conditions as they may be amended in the future. MOTORSIMS shall not be deemed to have waived any rights hereunder unless such waiver is in writing signed by an duly authorized officer of MOTORSIMS. </p> <p ALIGN="JUSTIFY">YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MOTORSIMS WHICH SUPERSEDES ANY PROPOSED OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND MOTORSIMS RELATING TO YOUR USE OF THE SERVICES AND WEB SITE.</font></p> <P>
