Member User Agreement

Last Updated: August 24 , 2009

This Member User Agreement (“Member Terms”) is a contract between you and Wizards of the Coast LLC ("Wizards"), and applies to your registration for and use of all products, services, features, functionality, and all components thereof (collectively the "Service") available to registered users or paying subscribers ("Members") through websites operated by Wizards (collectively, the "Site"), and supplement the Wizards Website Terms of Use applicable to the Site ("TOU") and to its users (“Users”). In the event of a conflict between these Member Terms and the TOU, these Member Terms shall control. purchase or use of certain products and services available through the Site by Members may also be subject to certain additional terms and conditions.

BY CLICKING THE “ACCEPT” OR “I AGREE” BUTTON, OR BY BECOMING A MEMBER OR SUBSCRIBER, OR BY USING THE SITE AND/OR ANY COMPONENT THEREOF, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO THESE MEMBER TERMS AND THE AGREEMENTS REFERENCED HEREIN (INCLUDING THE TOU AND WIZARDS’ PRIVACY POLICY).

Unless stated otherwise, Wizards may change the Member Terms at any time and the changes will become effective upon posting the revised Member Terms (the “Effective Date”). Wizards will notify you of changes to the Member Terms by posting such notice on the Site; provided, you are responsible for checking the Member Terms regularly for changes. Your continued use of the Site or Service after the Effective Date indicates your acceptance of any changes to the Member Terms. Additional operating guidelines (“Guidelines”), such as the Code of Conduct, are posted from time to time on the Site and also apply to use of the Site, and you agree to use the Site in accordance with the Guidelines. Certain Services may be governed by additional terms and conditions, in which case those agreements will also apply to your use of those Services.

1.

a. Registration. To register an account with Wizards, you must provide a date of birth, first name and last name, city, country, postal code, gender, e-mail address, password and screen name. You agree to (i) provide accurate, current and complete information about you as may be prompted by any registration forms for the Service ("Registration Data"); and (ii) maintain and promptly update the Registration Data, and any other account-related information you provide to Wizards.

b.

When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password, and you agree to maintain the security of your password. You agree not to use the account, screen name, or password of another Member at any time, and agree to notify Wizards immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

c.

Membership in and use of the Service is void where prohibited. By registering as a Member and using the Service, you represent and warrant that (i) all registration information you submit is truthful and accurate; (ii) you are thirteen (13) years of age or older unless you have parental or guardian consent as demonstrated by submitting to Wizards the appropriate paperwork available at https://accounts.wizards.com/Resource/COPPAForm.htm; and (iii) your use of the Service does not violate, and you will not use the Service to facilitate the violation of, any applicable law or regulation, the TOU, or any Guidelines. Your profile may be deleted and your Membership may be terminated without warning if we believe that you are under thirteen (13) years of age and without parental/guardian permission. Please note that the purchase or use of certain Services may specify different eligibility requirements, including higher minimum age requirements.

2.

a.

Please choose carefully the User Content (defined below) you post on the Site and that you provide to other Users. Your profile page and any User Content you post on the Site may not include the following items: telephone numbers, street addresses, and any text, photographs or other images containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter, or any content restricted under the Code of Conduct. Despite this prohibition, information provided by other Users (for instance, in their profile pages) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Wizards assumes no responsibility or liability for this material. Wizards reserves the right to edit or remove your profile page and/or restrict, suspend, or terminate your membership or access to the Site or the Service, in its sole discretion, for any violation of this section. Please read on, and see the TOU for additional terms and conditions that apply to User Content that you and other Users post, store or upload to or through the Site.

b.

The Service is for the personal use of Members only and may not be used in connection with any commercial endeavors except as specified herein. Illegal and/or unauthorized use of the Site or Service, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, or unauthorized framing of or linking to the Site is strictly prohibited. Commercial advertisements and other forms of solicitation in violation of these Member Terms may be removed from Member profiles without notice and may result in termination of your account. Except as provided below, Members may not link to any e-commerce website.

Exception: Hobby Game Retailers. Hobby-game retail stores with a physical location may advertise their stores, their events, and the products they offer for sale within their profiles, provided they do not state any pricing information. Hobby-game retail stores who are Authorized Internet Retailers may link to their authorized e-commerce websites. Wizards retains the right to terminate such privileges in its sole discretion at any time.

c.

The Service includes any alpha or beta testing or other evaluation or use of products or services (whether in final or prerelease form) that we may conduct ("Testing"). Except to the extent otherwise provided in another agreement between you and Wizards, your participation in any Testing and use of any content, information, or other materials in connection with such Testing shall be subject to these Member Terms and the TOU.

d.

The Service may include blogs, "wiki" features (that allow certain text, images, designs, logos, video, sound, code, data, and other materials and information, as well as the selection and arrangement thereof, available through the Site (collectively, "Site Content") to be written or created collaboratively), Member profile and group pages, chat and messaging functions, and other areas or services in which you or other Members can create, post or store User Content on the Site ("Interactive Services"). You are solely responsible for your use of such Interactive Services and use them at your own risk. As with other Services, your use of any Interactive Services is subject to the Guidelines and TOU. Certain Interactive Services (such as an avatar gallery), may also provide tools for you to use Site Content, arrange or display Site Content in a manner of your choosing, or customize Site Content. You agree that any such Site Content, arrangement or display, or customization is not User Content and shall be owned exclusively by Wizards.

e.

You are solely responsible for your interactions with other Members, including any disputes with other Members. Wizards reserves the right, but has no obligation, to monitor, moderate or resolve disputes between you and other Members, regardless of the causes or alleged causes of the dispute. Notwithstanding the foregoing, Wizards shall not be liable to you or any third party for any attempt it may make to moderate or resolve any disputes between Members, including without limitation any restrictions that Wizards may make on Members' use of the Service or any termination of subscriptions or Member accounts.

3.

To access and use the Service, you may be required to (a) receive applicable files which we may make available for direct download, (b) read and accept other policies specific to the applicable portion of the Service, and (c) have at least the minimum computer system requirements (hardware and software) to use the applicable portion of the Service as well as a secure internet connection (both of which you are solely responsible for procuring and paying for, and neither of which is provided by Wizards). In addition to any fees required to access certain features, capabilities, or functions offered (“Charged Offerings”), you are responsible for paying all applicable taxes (including, but not limited to those we are not required to collect) and for all third party hardware, software, service and/or other costs you may incur in order to access and use the applicable Service and your account. Neither these Member Terms nor your account entitles you to any subsequent releases, features, upgrades or services offered, distributed or made available through the Site, without paying applicable charges or except as otherwise expressly and explicitly provided by Wizards. Programs may need to be downloaded to your computer and/or accessed online. Wizards makes no warranties with respect to your system’s particular performance or capabilities with respect to the Service or any programs offered.

4.

a.

Fees and billing procedures for certain Charged Offerings are described at http://www.wizards.com/payment (“Payment Terms”), which are incorporated herein by reference and are subject to change at any time without prior notice to you. Fees are in U.S. Dollars unless specifically identified otherwise. All fees are prepaid and non-refundable. Upon your acceptance of these Member Terms and/or your agreement to subscribe to a Charged Offering, you hereby acknowledge and agree that we have the unqualified right, and you hereby authorize us, to automatically charge your credit card (or other authorized payment method) the applicable sales price, subscription and/or account fee, as identified in the Payment Terms, plus any applicable taxes and other surcharges we are required to collect. Thereafter, each time your subscription or account comes up for renewal, or other payment is due by you under the Payment Terms, you hereby acknowledge and agree that we have the unqualified right, and you hereby authorize us, to automatically charge your credit card (or other authorized payment method) the applicable then-current renewal rate (or other due amount) plus any applicable taxes we are required to collect. If we do not receive timely payment (as provided in the applicable Payment Terms) and/or are unable to process your credit card (or other authorized payment method) by or at time payment is due (“Payment Failure”), your right to access and otherwise use the Charged Offering immediately terminates, and may remain terminated unless or until the proper payment is made and accepted by Wizards. Additionally, upon Payment Failure, Wizards may, in its sole discretion, terminate your account without prior notice.

b.

Certain of the Charged Offerings may be made available to you without charge at Wizards’ sole discretion. Access to certain features, functions, and/or full or partial portions of the Services may require payment. Converting a “free” account or version of a program with free trial or limited functionality rights to a paid account or version with full functionality, or entering billing information during any trial period or other authorized non-charged access to a program (as provided by Wizards) may result in the termination of your free access and/or account, and you may lose access to the associated information or other data.

c.

You may terminate your account at any time through the account registration process. If you terminate your account for a Charged Offering during any subscription cycle, your rights to use and access that Charged Offering terminate at the end of the then-current cycle for that Charged Offering and you will not be billed again for that Charged Offering unless and until you affirmatively sign up and pay for it, unless such termination is provided less than two (2) days prior to the end of the then current payment cycle, in which case you will be charged for one (1) additional billing cycle. We are not obligated to provide full or partial refunds for subscription periods that you have purchased. Terminating a subscription for one Charged Offering does not necessarily terminate right(s) you may have for other Charged Offerings or Services from Wizards.

5.

We may terminate and/or suspend your account and/or your use or access to the Service (including Charged Offerings) immediately and without notice if: (a) you violate any provision of these Member Terms, the TOU, the Code of Conduct, or other applicable agreements, guidelines, or policies; (b) you infringe (or Wizards or any third party believes you have infringed) any third party intellectual property rights or violate any applicable law, rule, treaty or regulation; (c) we are unable to verify or authenticate any information you provide to us, or conclude any such information is inaccurate or incomplete; and/or (d) your use or access of your account, the Service or the Site results in an action or communication (including, but not limited to oral, typed or written communication of any kind) that we, in our sole discretion, determine is inappropriate and/or in violation of any Guideline or policy. If we terminate your membership and/or suspend your account or access to the Service (including any Charged Offerings), in whole or in part, under any such circumstances, you will lose access for the duration of the suspension and/or the balance of any prepaid period and you will not be entitled to any refund for the monies charged, or you agreed to pay, for the Charged Offerings suspended or terminated. You understand and agree that, for online features, servers are hosted by Wizards (or authorized third parties or designees) at its discretion and may be terminated or otherwise discontinued by Wizards (or authorized third parties or designees) in their sole discretion - and that such discontinuation may disable online functionality.

6.

To ensure that Wizards can provide high-quality services that are responsive to Members' needs, you understand that Wizards representatives will have access to your Member account and usage information, and authorize such representatives to review such account and usage information as reasonably needed to investigate complaints, to provide the Service to you, or for such other purposes as contemplated in our Privacy Statement.

7.

a.

As part of the Service, you can create, include, refer to, transfer, upload, stream, display, host, promote, disseminate, post, make available, distribute, link to or transmit messages, artwork, text, displays, images, photographs, names, characters, items, graphics, screenshots, data, databases, information, files, pictures, video, audio, music, sounds, software and other files, items, materials and content, whether in written, digital, oral, machine-readable, electronic or visual form, to our or third-party servers or websites, or to other users and/or their computers or networks, in various forms, such as in the selections you make for a service, posts, chat, and in chat rooms, forums and message boards, via a friends network and similar user-to-user areas, features and services, which are not owned by Wizards, or to which Wizards does own rights or manage (collectively, your "User Content”). You agree to use the Service only to create, send, receive, distribute, display and transmit appropriate messages, files, data and material and for which you have the right to transmit, send, display, distribute and use. Your User Content and your use of the Service shall not: (i) infringe any third party intellectual property, other proprietary or publicity/privacy rights; (ii) violate any law, rule or regulation; (iii) be inappropriate, profane, indecent, unlawful, harmful, threatening, abusive, defamatory, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, harmful to minors, hateful, racially, ethnically or otherwise objectionable or that may be invasive of another's right of privacy or publicity; or (iv) contain any macro, “bot”, virus, trojan horse, keystroke logger, worm, time bomb, cancelbot, corrupted data or other file, code or computer programming routine that is intended to or results in damage, detrimentally interferes with the Site or the Service. We may take any action with respect to you, your account and/or your User Content if we believe it may violate these Member Terms. Wizards does not endorse any User Content and takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto.

b.

You grant to Wizards a non-exclusive, worldwide, perpetual, irrevocable, fully-paid up, royalty-free, sublicenseable (through multiple tiers) right to exercise all rights of any kind or nature associated with your User Content, including, without limitation, all intellectual property rights, and all ancillary and subsidiary rights thereto, in any languages and in any media now known or not currently known and without restriction of any kind. It is not the intention of Wizards to commercially exploit User Content through the foregoing license grants. Rather, our lawyers tell us that this license is necessary to protect Wizards in those rare circumstances where Wizards has ideas or business plans similar to User Content. You further agree not to assert (directly or through a third party), or to encourage or facilitate an assertion by a third party, any claim of any kind (whether in tort, contract or otherwise) based on, related to or arising out of your User Content, in any jurisdiction worldwide against Wizards or those rights Wizards claims to own or control in whole or in part, or those of its licensees, related entities, affiliates or business partners, and you are solely responsible for your User Content and any and all claims and consequences asserted by Wizards and/or any third party arising out of or related to your User Content.

c.

The Site and the Service are the proprietary property of Wizards or its licensors, and are protected by copyright, trademark, and other intellectual property laws. Except as otherwise provided herein, you are granted a limited, non-sublicenseable right and license to access and use the Site and the Service (except where specified) for your personal, noncommercial use only (except where specified); provided, that you preserve any copyright, trademark or other similar notices contained in or associated with the Site and the Service. You agree not to use the Site or the Service in an illegal manner or for any unlawful purpose. Such license is subject to these Member Terms and does not include: (i) any resale or commercial use of the Site or Service (except where specified); (ii) modifying or otherwise making any derivative uses of the Site or Service, or any portion thereof; or (iii) any use of the Site or Service other than for its intended purpose. Any use of the Site or Service other than as specifically authorized herein, without the prior written permission of Wizards, is strictly prohibited and will terminate the license granted herein. This license is revocable at any time.

8.

Please refer to our Privacy Statement for information on how Wizards collects, uses and discloses personally identifiable information from you and other Users.

9.

WE PROVIDE THE SITE, THE SERVICE, ACCOUNTS AND ALL OTHER SOFTWARE, SERVICES, FEATURES, PRODUCTS AND DOCUMENTATION "AS IS." WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, we do not ensure continuous, uninterrupted, error-free, secure or virus-free operation of the Site or Service or your account, nor that defects in any portion of the Site or Service may be corrected, nor continued operation or availability of any given server, feature, product, service, software, art, graphics or other content. Wizards may change, modify, disable, suspend or remove any such product, service, content, feature, function or server, in whole or in part, in its sole discretion. Wizards does not control or endorse User Content or the related content, messages, data, files, video, audio, graphics or information exchanged by means of the Site and, therefore, Wizards specifically disclaims any liability resulting therefrom. You acknowledge that the Site and the Service have not been developed to meet your individual requirements. We are not liable for any delay or failure to perform resulting from any causes beyond our reasonable control. Further, we cannot and do not promise or ensure that you will be able to access the Site or Service, or your account, whenever you want, and there may be extended periods of time when you cannot access the foregoing (in whole or in part).

10.

You agree to indemnify, defend and hold harmless Wizards, Wizards’ parent, subsidiary and affiliated companies, licensors and suppliers, and all of their respective officers, directors, owners, agents, employees, information providers, affiliates, licensors, designees and licensees (collectively, "Indemnified Parties") from and against any and all liability and costs including, without limitation, attorneys' fees and costs, incurred by the Indemnified Parties in connection with any claim arising out of: (a) any breach by you of these Member Terms or the foregoing representations, warranties and covenants, (b) any act or failure to act by you, including but not limited to, any acts by you which cause Wizards to terminate, suspend or limit your account or access to or use of the Site or Service, (c) your installation, use of or access to the Site or Service and any other hardware or software required or used to access or use the Site or Service, including use of or access to the internet or (d) your User Content and/or any claims related to User Content. You assume the entire risk as to the results and performance of the Site and Service in connection with your hardware and software, and you assume the entire cost of all servicing, repair and/or correction of your hardware and software. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SITE AND SERVICE REMAINS WITH THE USER.

11.

IN NO EVENT SHALL WE, OUR PARENT, OUR LICENSORS, OUR AFFILIATES OR OUR SUPPLIERS, OR EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY ANTICIPATED OR LOST PROFITS, REVENUE, DATA, CONTENT, ITEMS, HARDWARE, SOFTWARE, INJURY, INFORMATION OR SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, STRICT PRODUCT LIABILITY AND NEGLIGENCE) ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM POSSESSION, USE, INABILITY TO USE, FAILURE TO PERFORM, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER OR OTHER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF OR MALFUNCTION OF THE SITE OR SERVICE (AND/OR ANY COMPONENTS THEREOF), YOUR ACCOUNT, ANY FUNCTION OR FEATURE AVAILABLE, ACCESSED, DISTRIBUTED OR VIEWED THROUGH THE SITE, THESE MEMBER TERMS, THIRD PARTY WEBSITES OR SERVICES ACCESSED, DISTRIBUTED OR ADVERTISED IN OR THROUGH THE SITE OR THE DOWNLOADING OR USE OF ANY SOFTWARE OWNED OR OPERATED BY US OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, DAMAGE TO PROPERTY AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DAMAGES FOR PERSONAL INJURY, EVEN IF WE, OUR LICENSORS AND SUPPLIERS AND EACH OF OUR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. THE TOTAL AGGREGATE LIABILITY OF WIZARDS, OUR LICENSORS OR ANY OF OUR OR THEIR RESPECTIVE PARENT OR AFFILIATED COMPANIES TO YOU OR ANY THIRD PARTIES IS LIMITED TO $100. YOU AGREE TO WAIVE ANY RIGHT TO EQUITABLE RELIEF INCLUDING, WITHOUT LIMITATION, INJUNCTIVE RELIEF AGAINST WIZARDS, ITS LICENSORS, THEIR PARENTS OR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS TO ENFORCE THE TERMS HEREOF; HOWEVER, THE FOREGOING SHALL NOT PRECLUDE WIZARDS AND/OR ITS LICENSORS FROM SEEKING ANY INJUNCTIVE RELIEF.

12.

You will comply with all applicable laws regarding your installation, copying and use of the Site and Service and your access to your account. Without limiting the foregoing, you may not download, use or otherwise export or re-export any component of the Site or Service except in full compliance with all applicable laws and regulations, including, without limitation, the laws of the United States. Software available in connection with the Service (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.

13.

a.

To the maximum extent permitted by law, this Agreement is governed in all respects by the laws of the State of Washington. Both parties submit to personal jurisdiction in the State of Washington and further agree that any cause of action relating to this Agreement shall be brought in King County, in the State of Washington or the Western District of Washington (as applicable). In no event shall any claim, action or proceeding by you related in any way to the Site or Service (including your use or inability to use the Service) be instituted more than one (1) year after the cause of action arose.

b.

It is the express wish of the parties that the Member Terms and all related documents have been drawn up in English. C’est la volonte expresse des parties que la presente convention ainsi que les documents qui s’y rattachent soient rediges en anglais. The headings of sections, paragraphs and subparagraphs of these Member Terms are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections, paragraphs or subparagraphs.

c.

Wizards reserves the right, without notice and in its sole discretion, to terminate your membership or these Member Terms (including any license to use the Service), delete your Member profile and any User Content that you have posted on the Site, and to block or prevent your future access to and use of the Service. You may also terminate your membership or these Member Terms at any time, provided that any termination of your membership shall automatically cause these Member Terms to terminate. Upon termination of these Member Terms for any reason, Sections 7(b) (license to user content), 10 (indemnity), 11 (limitation on liability); and 13 (General), together with any licenses granted to Wizards hereunder, will survive.

d.

If any provision of these Member Terms is found to be invalid or unenforceable by any court having competent jurisdiction, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. The failure of Wizards to insist upon or enforce any of the provisions of these Member Terms, or to exercise any rights or remedies under these Member Terms, will not be construed as a waiver of Wizards' right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect. No waiver of any term of these Member Terms shall be deemed a further or continuing waiver of such term or any other term.

e.

These Member Terms may not be assigned in whole or in part by you, and any such attempted assignment shall be void. Memberships are personal to the Member and may not be transferred without the written consent of Wizards.

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