Terms of Use Agreement

Last Updated Nov 1, 2007

Offered by New Games World, Inc ("NGW")

1. Eligibility

You represent that you at least 18 years or age and posses the legal right and ability to enter into this Agreement and also accept the terms of this Agreement on behalf of yourself. Minors must have a parents or legal guardian's authorization to create, use, and play an account for our games.

2. Definitions

(A) "Intellectual Property" shall mean all patents, designs, utility models, copyrights, know-how, trade secrets, trademarks, service mark, trade dress and any other intellectual property rights in or related to Game (including the contents thereof, any photographs, graphics, videos, music and sound), the Web Site or Technical Information.

(B) "Technical Information" shall mean the software, know-how, data, test result, layouts, artwork, processes, scripts, concepts and other technical information on or in relation to the Game and the installation, operation, maintenance, service and use thereof.

(C) "Users" shall mean the users of the Game through network game service system established and operated with individually assigned ID numbers for each User.

3. Amendments

This comprises the entire agreement between NGW and the User, and supersedes any prior agreements between the User and NGW with respect to the subject matter hereof. This Agreement does not supersede any additional terms and conditions of which User is notified by NGW and/or which may apply when using third party content or services. NGW may amend or revise this Agreement at any time and at its sole discretion, and such amendment or revision shall be effective upon posting of such revised agreement on the Web Site. User hereby agrees to review this Agreement by accessing the Web Site periodically to become aware of any such revisions. If any revision is unacceptable to the User, the User may terminate the Agreement hereof. Continued use of the Services following the posting of the revised Agreement shall be deemed to be acceptance of all such revisions.

NGW reserves the right to change the URL address of the Web Site at any time and from time to time.

4. Registration to Play

4.1 You will need to apply for an account with NGW in order to play our games.

4.2 Further, you will need to install certain software ("Software") which NGW will make available the Web Site once your account has been successfully created. You will comply with any end-user license agreement accompanying the Software.

4.3 NGW does not provide internet access and you are responsible for all fees associated with your internet connection.

5. User Registrations Obligations and Security

5.1 In order to register for an Account, you are required to complete a registration form containing a user name, a password, e-mail address, billing address and country. You agree to provide true, accurate, current and complete information about yourself as submitted in the registration form and to maintain up-to-date information which is true, accurate, current and complete at all times by making changes, additions or deletions to your User profile, as required. If any information provided is not true, accurate, current or complete, or NGW has reasonable grounds to suspect that the information is untrue, inaccurate, not current or complete, then NGW shall have the right to suspend or terminate your Account and refuse to provide any current or future service to you.

5.2 You acknowledge that NGW reserves the right to refuse to grant you a user name that is already in use, may be illegal, may be protected by trade-mark or other proprietary interest, is obscene or profane or otherwise determined by NGW, in its sole discretion, to be inappropriate.

5.3 Only one person may use an Account. You agree to be responsible for all obligations in respect of, and all activities conducted under, your user name and Account.

5.4 You must select and enter a password to activate your Account. You are responsible for maintaining the confidentiality of your password and you are responsible for any harm resulting from your disclosure or allowing the disclosure of your password or from use by any person of your password to gain access to your Account. At no time should you respond to an online request for a password. You agree to notify NGW if you believe that the security of your password has been compromised. You acknowledge that NGW does not protect you from the unauthorized use of your password, and is not responsible for any harm that may result to the Account (including without limitation the modification of characters, items, currency, and any usage of paid time or access to the Game. Also NGW is not responsible for or obligated to make a refund of any sort as a result of a lost, shared, or stolen password.

5.5 You hereby agree to pay any and all charges incurred by the Account, including applicable taxes, in accordance with billing terms for subscription to the Game that are in effect at the time that the fee or charge becomes payable. Your right to access the Game is subject to any limits established by us or by your credit card issuer, billing service or other payment methods authorized by us. We may, in our sole and absolute discretion, suspend or terminate your access to the Game and disable or delete the Account, if: (I) payment cannot be charged to your credit card; (II) your charge is returned to us for any reason; (III) you are fail to make any payment by the due date despite a written reminder; or (IV) you use all of the allotted time that you have purchased to access the Game. You agree to reimburse us for all costs and expenses incurred by us in collecting payment due hereunder, including without limitation all bank or service charges, and any reasonable attorneys' fees.

5.6 You agree that you do not own the account you use to access and play the Game, the characters NGW stores on NGW servers, the items stored on these servers, or any other data which the servers and accounts are comprised of. The account you create is needed to login to the service and the fee that you pay is to continue to access the service.

5.7 Users whose Accounts have been terminated by NGW may not access the Web Site, Forums, IRC chat and the Game in any manner or for any reason, including through any other Account, without the express written permission of NGW.

5.8 If NGW terminates an Account, NGW may terminate any other Accounts that share the same member name, phone number, email address, postal address, Internet Protocol address, or credit card number with the terminated Account.

5.9 NGW does not recognize the transfer of Accounts, and any unauthorized transfer of the Software will result in the permanent deletion of the Account attached to that Software. You may not offer any Account for sale or trade, and any such offer is a violation of this Agreement and may result in suspension or termination of the Account.

6. Charges for Service

A detailed list of all changes is posted on Web Site and is subject to change.

7. Indemnification

You agree to indemnify, defend and hold harmless NGW, its licensors and its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, agents, clients and contractors from and against any loss, claim, demand, cost and expense (including reasonable legal fees) asserted by any third party due or arising from or in connection with your use of or conduct on the Game, your content, any violation of the Agreement, Rules of Conduct or your violation of any rights of another User. NGW reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, which shall not excuse your indemnity obligations.

8. Termination

Either you or NGW may terminate your Account at any time without further obligation to the other. Further, NGW reserves the right to terminate the Game at any time without further obligation to you. If the service or your account is terminated or canceled at any time for any reason, you agree to the following: (1) you will not be entitled to any refund (in full or pro-rated) of any fees; (2) you will lose items accumulated and you will not have the right to transfer, sell or assign items to anyone else; (3) you may not access Game in any manner or for any reason, including via any other account, in the event that an account is terminated, NGW may terminate any and all other accounts that share the member name, phone number, email address, internet protocol address or credit card number with the terminated account; (4) NGW may terminate this Agreement (including your Software license and your Account) immediately and without notice if you breach this Agreement or willfully infringe any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us, or upon game play, chat or any player activity whatsoever which is, in our sole discretion, inappropriate and/or in violation of the spirit of Immortal as described in the Rules of Conduct. If we terminate this Agreement under any circumstances, you will lose access to your Account for the balance of any prepaid period without any refund.

9. Intellectual Property

9.1 All Intellectual Property belongs to Honor Games International Pte Ltd ("HGI") and its licensors. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content contained in the Website and the Game without the express written permission of NGW and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. The downloading of copyrighted material from NGW is allowed by the User expressly for the User's own use in playing the Game. User acknowledges that content providers remain the owners of all materials posted on the Web Site, and that the User does not acquire any of those ownership rights by downloading copyrighted materials.

9.2 NGW agrees to pay certain amount of game cash or gold when taking any article or drawing posted on the Web Site by a User and using the same to make a game function. NGW considers this an act of payment in exchange for the article or drawing posted. Also NGW considers this to be fulfilling its duty to compensate the User for the use of intellectual property and the User may not claim any right in and to any of such properties in the future.

10. Limitation of Liability

USER ACKNOWLEDGES THAT NGW AND HGI SHALL NOT ASSUME OR HAVE ANY LIABILITY FOR ANY ACTION BY NGW OR ITS CONTENT PROVIDERS OR OTHER LICENSORS WITH RESPECT TO CONDUCT, COMMUNICATION OR CONTENT OF THE GAME, SERVICES. NGW AND HGI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER MONETARY LOSS) IN CONNECTION WITH THE GAME, SERVICES OR ANY PRODUCT PROVIDED BY NGW. NGW'S ENTIRE LIABILITY AND USER'S EXCLUSIVE REMEDY WITH RESPECT TO USE OF THE GAME AND ALL CONTENTS & THE SOFTWARE WHICH IS FOUND TO BE DEFECTIVE SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY USER FOR THE DEFECTIVE SERVICE LESS AN AMOUNT EQUAL TO THE VALUE OF THE SERVICE FOR THE TIME THAT IT OPERATED PROPERLY. HGI SHALL HAVE NO LIABILITY WHATSOEVER. NGW'S LIABILITY TO USER FOR ANY AND ALL BREACHES OF THIS AGREEMENT IS LIMITED SOLELY TO THE TOTAL CUMULATIVE AMOUNT PAID BY USER TO ACCESS AND PLAY THE GAME.

You agree that NGW cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the Game, unless arising from defects in the Game due to NGW.

11. Privacy

The personal information you provide NGW during registration is used for NGW's internal purposes only. NGW uses the information collected to learn what you like and to improve the Game and related service. Except as otherwise expressly permitted by this Agreement or as otherwise authorized by you, NGW will not give any of your personal information to any third party without your express approval. NGW does not guarantee the security of any of your private transmissions against unauthorized or unlawful interception or access by third parties. NGW can (and you hereby authorize NGW to) disclose any information about you to private entities, law enforcement agencies or government officials, as NGW, in its sole discretion, believes necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law. If you request any technical support, you consent to NGW's remote accessing and review of the computer you load the Software onto for purposes of support and debugging. You agree that NGW may communicate with you via email and any similar technology for any purpose relating to the Game, the Software and any services or software which may in the future be provided by NGW or on NGW's behalf.

12. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT THE GAME AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NGW, HGI AND ALL SERVICE PROVIDER CUSTOMERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATIONS OF RIGHTS. NGW, HGI AND ALL SERVICE PROVIDER CUSTOMERS MAKE NO WARRANTY THAT THE GAME WILL MEET YOUR REQUIREMENTS OR THAT THE GAME WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. NGW, HGI AND ALL SERVICE PROVIDER CUSTOMERS DO NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GAME, THAT THE RESULTS THAT MAY BE OBTAINED FROM SUCH USE WILL BE RELIABLE OR ACCURATE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE GAME WILL MEET YOUR EXPECTATIONS. NGW AND HGI MAKES NO WARRANTY THAT DEFECTS IN ITS SOFTWARE WILL BE CORRECTED OR THAT THE WEBSITE OR SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT ANY OF THE MATERIAL AND/OR OTHER DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEB SITE AND/OR USE OF THE GAME IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH MATERIAL OR DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NGW OR ANY SERVICE PROVIDER CUSTOMER OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF AGREEMENT.

13. Unacceptable Conduct

13.1 User may not engage in any conduct or communication while using the Game which is unlawful or which restricts or inhibits any other User from using or enjoying the Game. User agrees to use the Game only for lawful purposes. NGW reserves the right to terminate the User's Account if it determines, in its sole discretion that the User has engaged in unacceptable conduct. The list of prohibited conduct set forth in 13.2 below provides examples of unacceptable conduct, which list is not exhaustive, and NGW reserves the right, but not the responsibility, to restrict conduct which NGW deems, in its sole discretion, to be harmful to individual Users, damaging to the Game, or in violation of NGW's or any third party's rights. NGW may prohibit or delete conduct, communication or content transmitted on NGW services that are deemed to be in violation of applicable laws or is harmful to other users, the NGW service community or the rights of NGW in general. User acknowledges, however, that communication over the Game often occurs in real-time and NGW cannot, and does not intend to, screen communication in advance.

13.2 YOU MAY NOT USE THE GAME TO:

A) Harass, threaten or embarrass another User of the Game or to cause distress, unwanted attention or discomfort of such User, or any other person or entity. NGW does not condone harassment in any form and may suspend or terminate the account of any User who harasses others. Personal attacks, such as those based on a person's race, national origin, ethnicity, religion, gender, lifestyle choice, disablement or other such affiliation, are strictly prohibited.

B) Post or transmit sexually explicit images, or point or reference to such images. NGW prohibits the transfer or posting of sexually explicit images or other content deemed offensive.

C) Transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable content. If User engages in vulgar or abusive language online, even if masked by symbols or other characters, or engages in other impermissible behavior, the User may receive a warning, or be temporarily or permanently excluded from one or more games, forums, chat areas, or the User's usership may be terminated immediately and the User may be subject to civil liability and/or prosecution by law enforcement authorities.

D) Scroll or carry out any action with a similar disruptive effect. "Scrolling" is defined as repeatedly causing the screen to roll faster than Users are able to type onto it.

E) Impersonate any person, including, but not limited to, NGW's employees, monitors or hosts. User shall not hold him or herself out or portray himself or herself as a NGW staff user or employee while engaging in all forms of online communication, including, but not limited to, user names, user profiles, voice, text or graphic chat, message postings or any form of communication on line. Impersonation of NGW staff shall be grounds for immediate account termination.

F) Engage in "disruptive behavior" in chat areas, game areas, forums, or any other area of the Game. Disruptive behavior shall be deemed to include, but will not be limited to, conduct which purposefully interferes with the normal flow of dialogue in a Game area. Disruptive behavior shall also include, but not be limited to, commercial postings, solicitations and advertisements.

G) Post or transmit chain letters or pyramid marketing schemes. This type of material places an unnecessary load on the Game and is considered a nuisance by many users. Certain types of chain letters and pyramid schemes are also illegal. Such prohibited conduct includes, but is not limited to, the transmission of letters or messages which offer a product or service and which are based on the structure of a chain letter.

H) Posting or transmitting unsolicited advertising, promotional materials, or other forms of solicitation. NGW services are not to be used to send unsolicited advertising, promotional material, or other forms of solicitation to other users. User may not use NGW services to collect or "harvest" user names without the express permission of those users. NGW reserves the right to block and/or filter mass email solicitations on or through the service.

I) Violate any operating rule, policy or guideline of any other online service. User further agrees to abide by the rules of the User's Internet service provider.

J) Violate, intentionally or unintentionally, any applicable local, state, national or international law or regulation.

K) Modify any files that NGW does not specifically authorize User to modify. Use of material, which is subject to the rights of any person or entity without the express permission of such rights holder, is prohibited, and will result in the termination of the User's Account and possible civil and/or criminal liability.

L) Posting too many forums at once and/or sending multiple unsolicited emails to a single address, sometimes referred to as "spamming," are prohibited. NGW may take action on a User's Account if any of the following offenses is reported: (I) Posting a similar or identical message to more than 5 forums; (II) Sending unsolicited mail to more than 30 people or (III) Sending more than 2 unsolicited emails to a single email address. Repeated spamming will result in account termination. In certain situations, the overall pattern of behavior on an account or a set of linked accounts may be determined to be disruptive or abusive, even if no one single act clearly violates any specific policy. In such cases, NGW reserves the right to determine what patterns of behavior are defined as "high-maintenance" or "disruptive" and may take action against the account(s), ranging from a simple request to moderate the high-maintenance behavior, to total lockout of all linked accounts.

14. Interruption of Service

14.1 NGW reserves the right to interrupt the Game from time to time on a regularly scheduled basis or otherwise with or without prior notice in order to perform maintenance.

14.2 You acknowledge that the Game may be interrupted for reasons beyond the control of NGW, and NGW cannot guarantee that you will be able to access the Game or your Account whenever you may wish to do so. NGW shall not be liable for any interruption of the Game, delay or failure to perform resulting from any causes beyond its reasonable control.

15. General

15.1 The failure of NGW or any third party service provider to exercise its rights or insist upon the performance of the User's obligation hereunder shall not constitute a waiver or relinquishment of those or any other rights under this Agreement.

15.2 If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions of this Agreement shall continue to be binding on and remain in full force and effect.

15.3 This Agreement, together with any separate written or online agreement between you and NGW constitute the entire and only agreement, and supersedes any prior agreements between you and NGW.

15.4 This Agreement and the relationship between you and NGW and/or any third party service provider shall be governed by and construed in accordance with the laws of the United States, and you agree to submit to the jurisdiction of such courts.

15.5 You agree that regardless of any statute or law to the contrary, any action, suit or proceeding arising out of or related to the use of the Game or to the Agreement must be commenced within one year after such claim or cause of action arose or be forever barred.

15.6 Section titles in the Agreement are for convenience only and have no legal or contractual effect or significance.

16. Conduct of Beta Tests

16.1 You may be given the opportunity to Beta test the Game and/or any new versions or features (each vcalled a "Beta Game"). Your participation as a Beta tester is subject to the terms and conditions below.

16.2 Closed Beta tests are confidential. The Beta Game, including information about features and functionality to be offered as part of the game, are confidential. If you participate in a closed Beta test, you must safeguard and prevent unauthorized access to, copying, disclosure, and unauthorized use of the Beta Game. You will carry out the testing personally and not provide access to the Beta Game to any other person. You agree that breach of the above confidentiality obligations will cause irreparable harm to NGW, and NGW 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. Your obligation to keep the Beta Games confidential will continue until NGW publicly distributes, or has otherwise disclosed to the public through no fault of yours, the Beta Game and the content that you are testing.

16.3 As a Beta tester, you are invited to play the Beta Game for the sole purpose of evaluating the game and identifying errors. Nothing in this Agreement, or on this site, shall be construed as granting you any rights or privileges of any kind with respect to the Beta Game or content therein. The Beta Game is provided for testing on an "as is" "as available" basis and NGW makes no warranty to you of any kind, express or implied.

16.4 When playing a Beta Game, you may accumulate treasure, experience points, equipment, or other value or status indicators. This data may be reset at any time during the testing process, and it may be reset when the particular game completes this testing phase. In this case, all player history and data will be erased and each player will return to novice status.

16.5 By playing a Beta Game, you agree that: (I) playing Beta Games is at your own risk and that you know that the games may include known or unknown bugs, (II) any value or status indicators that you achieve through game play may be erased at any time, (III) NGW has no obligation to make a Beta Game available for play without charge for any period of time, nor to make it available at all, (IV) a Beta Game may be available only by subscription once the testing process is complete or at any time in the future; (V) this Agreement applies to your use of the Beta Game during the testing phase, and (vi) if it is a closed Beta test, you will keep all information about the Beta Game confidential as stated above and not disclose such information to any other person. Beta test accounts are non-transferable under any circumstances.

17. Notice

Notices may be sent to you or you may send notices to NGW via either e-mail or regular mail. Notification of any changes to the Agreement or other matters pertaining to the Game will be posted on the Web Site.

18. Violations

Please report any violations of the Agreement or Rules of Conduct to our compliance department by e-mail to: support@immortalsusa.com. I have read and understand the foregoing terms of this Agreement and agree to be bound by all of its terms.