Disney's Toontown Online Memeber Agreement

PLEASE READ THIS MEMBER AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THIS SERVICE.

This Service is owned and operated by Disney Online (referred to as "Disney," "we," "us," or "our" herein).

By using this Service, you show that you agree to these terms, the Terms of Use and House Rules posted on our Web site. If you do not agree, please do not use the Service. Please note that you will be referred to from time to time as "Member" in this Agreement. The person who initially registers for the Service may also be referred to as the "Parent Account" in this Agreement. "Account" means the account registered to any Member, pursuant to the registration procedures for the Service. The terms of this Agreement apply to all Members, whether or not they are the Parent Account. The Parent Account is responsible for making each of their family members (and anyone else they may allow to play using their Account) aware of the terms of this Agreement and for ensuring compliance. The Parent Account for an Account is entirely liable for all activities conducted through that Account.

We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time. Notification of changes to this Agreement will be posted on the Service, or sent via e-mail or postal mail

If any future changes to this Agreement are unacceptable to you, or cause you to no longer be in compliance with this Agreement, you may terminate your Account. Your continued use of the Service following notice of changes to this Agreement (including the Terms of Use and House Rules) will mean you accept those changes

We may change, modify, suspend, or discontinue any aspect of the Service at any time, including, without limitation, the availability of any Service feature, database or content, hours of availability, or equipment needed to access the Service. We may also impose limits on certain features or restrict your access to parts or all of the Service, for extended periods of time, without notice or liability

Member is solely responsible for and must provide all telephone and other equipment necessary to access the Service, including without limitation Internet access software and modems.

RESTRICTIONS ON USE OF MATERIALS

All materials published by Disney (including, but not limited to, informational resources, photographs, images, illustrations, audio clips, and video clips (collectively, "Content") are protected by copyright, and owned or controlled by Disney, its parent or affiliated companies, or a third-party provider. You shall abide by all copyright notices, information, or restrictions contained in any Content accessed through the Service.

The Service is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. No material from the Service or any Web site owned, operated, licensed, or controlled by Disney may be copied, reproduced, republished, uploaded, posted, or transmitted, nor may derivative works be created from them or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, noncommercial home use only, provided that you keep intact all copyright and other proprietary notices. Using our Content for any other purpose is a violation of our copyright and other proprietary rights. For purposes of this Agreement, using any of our Content on any other Web site or networked computer environment is prohibited. You may not sell or auction any Disney characters, items, or copyrighted material.

If you download software from the Service, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software"), are licensed to you by Disney. We hereby grant to you a non-exclusive license to use the Software solely in connection with the Service via an authorized and fully-paid (or authorized free trial) Account. You own the medium on which you record the Software, but we retain full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You may not use any third party software to modify the Software or the Service. You may not use our intellectual property to create or provide any other means through which the Service may be played by others, as through server emulators. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure.

SUBMISSIONS

We are pleased to hear from our Members and welcome your comments regarding Disney's Toontown Online and other Disney products. Unfortunately, however, Disney's company policy does not allow us to accept or consider creative ideas, suggestions, or materials other than those we have specifically requested. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by our professional staff might seem to others to be similar to their own creative work. Accordingly, we ask that you do not send us any original creative materials such as stories or character ideas, screenplays, or original artwork unless we have specifically requested that you do so. While we do value your feedback on our Service and products, we request that you be specific in your comments, and not submit any creative ideas, suggestions, or materials.

If at our request you send certain specific submissions (e.g., contests) or, despite our request that you not send us any other creative materials, you send us creative suggestions, ideas, notes, drawings, concepts, or other information (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the property of Disney. None of the Submissions shall be subject to any obligation of confidence on the part of Disney, and Disney shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Disney shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

Disney�s Toontown Online, the Disney's Toontown Online logo, Disney Online's logo, and any and all fanciful characters or designs of Disney Enterprises, Inc., are trademarks of Disney Online, Disney Enterprises, Inc. or their affiliates. All other trademarks appearing on the Service are trademarks of their respective owners.

FORUMS AND PUBLIC COMMUNICATION

"Forum" means a chat area, pen pal area or other function, offered as part of the Service where information may be provided by you. You shall not upload to, distribute through, or otherwise publish through the Service (including in any Forum) any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or otherwise give rise to liability or violate any law. The Forums shall be used only in a noncommercial manner. You shall not, without the express approval of Disney, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. You specifically acknowledge that soliciting other Members to join or become members of any commercial online service or other organization is expressly prohibited. You must also follow the House Rules whenever you are using the Service. Members shall remain solely responsible for the content of their messages or communication in any Forum.

We will abide by our Privacy Policy with regard to our collection, use and disclosure of your personal information. We cannot promise that the information you provide, including your personal information, will not be disclosed to third parties. For example, we may disclose information as required in the course of normal operation and maintenance of the Service and its systems or if required to do so by law or in our good faith we believe that such action is necessary to: (1) comply with the law or comply with legal process served on Disney; (2) protect and defend the rights or property of Disney; or (3) act in an emergency to protect the personal safety of our Members or the public. Also, third parties may, without our knowledge or consent, unlawfully intercept or access transmissions or private communications. Additionally, solely for the purpose of patching and updating the Service, you hereby grant us permission to (i) upload game file information from the Disney directory and (ii) download game file information to you.

By uploading materials to any Forum or submitting any materials to Disney, you automatically grant (or warrant that the owner of such rights has expressly granted) Disney a perpetual, royalty-free, irrevocable, nonexclusive 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, media, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived.

REPRESENTATIONS AND WARRANTIES

The Parent Account represents, warrants, and covenants (a) that no materials of any kind submitted through your Account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy, or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; (b) the credit card provided to us is valid, the Parent Account is authorized to use the credit card, and the Parent Account is at least 18 years old; (c) we may charge the credit card provided to us, as more fully described in the Section titled "Price and Payment" below; and (d) the Parent Account and all Members will fully comply with the terms of this Agreement. You, the Parent Account, hereby indemnify, defend, and hold Disney, its parent and affiliated companies, and all officers, directors, owners, agents, information providers, affiliates, licensers, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any Member on your Account or any user of your Account of this Agreement or the foregoing representations, warranties, and covenants, including, without limitation, reasonable attorneys' fees. The Parent Account shall use best efforts to, and shall ensure that all Members on that Account cooperate with Disney in the defense of any claim. Disney reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Parent Account.

Disney does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Service by any Member, information provider, or other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Disney reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Service.

DISCLAIMER

THE MATERIALS IN THIS SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DISNEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DISNEY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DISNEY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT DISNEY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

WITHOUT LIMITATION OF THE FOREGOING, YOU ACKNOWLEDGE THAT, AS A SERVICE TO USERS OF THE DISNEY SERVICE, WE INCLUDE LINKS TO OTHER WEB SITES ON THE WORLD WIDE WEB PORTION OF THE INTERNET AND THAT DISNEY HAS NO CONTROL OVER, AND MAKES NO REPRESENTATIONS OF ANY KIND WHATSOEVER, REGARDING THE CONTENT OR APPROPRIATENESS OF CONTENT ON SUCH WEB SITES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO SUCH WEB SITES.

Further, Disney explicitly disclaims any responsibility for the accuracy, content, or availability of information found on sites that link to or from Disney's Toontown Online from third parties not associated with Disney. Disney encourages discretion when browsing the Internet using our or anyone else's service. Because some sites employ automated search results or otherwise link you to sites containing information that may be deemed inappropriate or offensive, Disney cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third-party sites, and you hereby irrevocably waive any claim against us with respect to such sites. Disney cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from Disney's Toontown Online since other shop channels are owned and operated by independent retailers. Disney does not endorse any of the merchandise, nor has Disney taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party sites. Disney does not make any representations or warranties as to the security of any information including, without limitation, credit card and other personal information you might be requested to give any third party and you hereby irrevocably waive any claim against us with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL DISNEY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS IN THIS SERVICE OR ANY OTHER WEB SITE, EVEN IF DISNEY OR A DISNEY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL DISNEY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE.

SECURITY

As part of the registration process, Members will select a password, parent password and member name ("Member Name"). You shall provide Disney with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You may not (i) select or use a Member Name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a Member Name that Disney, in its sole discretion, deems inappropriate or offensive

You shall notify Disney by e-mail at [email protected] of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or parent password. You shall be responsible for maintaining the confidentiality of your password and parent password.

PRICE AND PAYMENT

Each Parent Account must be 18 years or older to establish an Account. If Disney becomes aware that a Parent Account is under the age of 18, Disney reserves the right to cancel the Account.

Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at Disney's sole discretion, and you may be reported to appropriate law-enforcement agencies.

PARENTAL CONSENT

Disney reserves the right at any time to charge additional fees for access to the Service. Disney reserves the right to change the amount of, or basis for determining, any fees or charges for the Service, and to institute new fees or charges effective upon prior notice to Members. Disney reserves the right to provide the Service at no charge for promotional reasons or otherwise (such as a free trial).

Each Parent Account agrees to pay all charges to the Parent�s Account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. Parent Accounts must provide Disney with valid credit card information as requested during the registration process. Disney shall charge the Parent Account's credit card on the date Parent Account subscribes to the Service. Thereafter, Disney will automatically renew and charge the Parent's Account as follows:

Your right to use the Service is subject to any limits established by Disney or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned to Disney for any reason, including chargeback, Disney reserves the right to either suspend or terminate your access and Account, thereby terminating this Agreement and all obligations of Disney hereunder. If you have a balance due on any Disney Account, you agree that Disney can charge these unpaid fees to your credit card. Disney reserves the right to establish a credit limit (the "Ceiling") for each Member. If a Member's Account reaches the Ceiling at any time, Disney may immediately bill the Member's credit card for all unpaid charges on account. Until further notice, the Ceiling for each Member is $100.

If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your Member Name, Password, or any credit, debit, or charge card number stored on the Service), you must promptly change your Password and notify Disney of the problem (by notice given as described in the Notice section below) to avoid possible liability for any unauthorized charges to your Account.

PARENTAL CONSENT

Under the Children's Online Privacy Protection Act ("COPPA"), parental consent is required for the online collection, use and/or disclosure of personal information obtained from a child under the age of 13. As part of the registration process for the Service, the Parent Account will be asked to provide a valid credit card. Parents and legal guardians, you will be allowed to create up to six Toons (a Toon is a character you create and use to play the game in the Service), all will be under the Parent Account. Kids will need to have a parent or legal guardian register as the Parent Account holder and then they can create their own Toon within the Parent Account. By providing his or her credit card number, the Parent Account holder: (a) represents and warrants that he or she is the parent or legal guardian of any child under the age of 13 for whom he or she allows to use the Parent Account; and (b) agrees to our collection, use and disclosure of personal information in accordance with the Privacy Policy with respect to any child under the age of 13 for whom the Parent Account holder allows to use the Parent Account.

The Service includes an interactive feature we call Secret Friends. The Parent Account will be given the opportunity to enable or disable the Secret Friends feature once he or she is inside the Service. Secret Friends allows one member to chat with another member only if they contact each other outside of the game and exchange a secret code. Secret Friends is not moderated or supervised. If the Parent Account allows a child to use his or her account with the Secret Friends feature enabled, we encourage parents to supervise their child or children while they play in the Service. By enabling the Secret Friends feature, the Parent Account acknowledges that there are some risks inherent in the Secret Friends feature and that the Parent Account has been informed of, and agrees to accept, any such risks. You will be given the opportunity to learn more about the Secret Friends feature, and the chance to enable or disable it, once you are inside the Service.

NOTICE

The Parent Account will submit and maintain a correct e-mail address and other Account information. We may give notice to the Parent Account by means of a general notice on the Service, electronic mail to your e-mail address on record in our Account information, or by written communication sent by first-class mail to your address on record in our Account information. You may give notice to Disney. Such notice shall be deemed given when received by Disney at any time by e-mail at [email protected].

NON-TRANSFERABILITY OF MEMBERSHIP

Disney grants to you a personal, nonexclusive, nonassignable, and non-transferable license to use and display the Disney Software on any machine(s) of which you are the primary user. Unauthorized copying of the Software or duplication of the Software in any manner, including software that has been modified, merged, or included with the Software, or the written materials associated therewith, is expressly forbidden. You acknowledge that you may not sublicense, transfer, sell, or assign this license or the Software. Any attempt to sublicense, transfer, sell, or assign the license is void.

JURISDICTIONAL ISSUES

This Service is controlled and operated by Disney from its offices within the State of California, United States of America. Disney makes no representation that materials in the Service are appropriate or available for use in other locations. Those who choose to access this Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this Service is further subject to United States export controls. No Software from this Service may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Certain Software that Members download to use or install from a CD-ROM is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (October 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14, as applicable.

TERMINATION OF SERVICE

This Agreement is effective until terminated by either party. You may terminate this Agreement and your right to use the Service at any time by sending an e-mail to [email protected]. Disney may terminate your Account or access rights to this Service immediately without notice if in Disney's sole discretion you fail to comply with any term or provision of this Agreement (including the Terms of Use and House Rules). Upon termination, you must destroy all materials obtained from this Service and all copies thereof, whether made under the terms of this Agreement or otherwise.

OTHER

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing other than as provided below.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals, and communications, written or oral, between Disney representatives and you. Disney may amend or modify this Agreement or impose new conditions at any time upon notice from Disney to you as described in the Section titled "Notice" above. Any use of the Service by you after such notice shall be deemed to constitute acceptance by Member of such amendments, modifications, or new conditions.

LAST UPDATED:

10/17/02 � Disney Enterprises, Inc. All rights reserved