User Guide

GENERAL: This Agreement constitutes the entire understanding between Infogrames Inter-
active and You with respect to subject matter hereof.Any change to this Agreement must be in
writing, signed by Infogrames Interactive and You.Terms and conditions as set forth in any pur-
chase order which differ from, conflict with, or are not included in this Agreement, shall not
become part of this Agreement unless specifically accepted by Infogrames Interactive in writing.
You shall be responsible for and shall pay, and shall reimburse Infogrames Interactive on request
if Infogrames Interactive is required to pay,any sales,use,value added (VAT),consumption or other
tax (excluding any tax that is based on Infogrames Interactive’s net income),assessment,duty, tar-
iff, or other fee or charge of any kind or nature that is levied or imposed by any governmental
authority on the Package.
EXPOR
T AND IMPORT COMPLIANCE: In the event You export the Software or the
Documentation from the country in which You first received it,You assume the responsibility for
compliance with all applicable export and re-export regulations, as the case may be.
GO
VERNING LAW;ARBITRATION:This Agreement shall be governed by, and any arbi-
tration hereunder shall apply, the laws of the State of New York,U.S.A.,excluding (a) its conflicts
of laws principles;(b) the United Nations Convention on Contracts for the International Sale of
Goods;(c) the 1974 Convention on the Limitation Period in the International Sale of Goods (the
“1974 Convention”);and (d) the Protocol amending the 1974 Convention,done at Vienna April
11, 1980.
Any dispute,controversy or claim arising out of or relating to this Agreement or to a breach hereof,
including its interpretation, performance or termination, shall be finally resolved by arbitration.
The arbitration shall be conducted by three (3) arbitrators, one to be appointed by Infogrames
Interactive, one to be appointed by You and a third being nominated by the two arbitrators so
selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitra-
tion Association (“AAA”).The arbitration shall be conducted in English and in accordance with
the commercial arbitration rules of the AAA.The arbitration,including the rendering of the award,
shall take place in New York, New York, and shall be the exclusive forum for resolving such dis-
pute,controversy or claim.The decision of the arbitrators shall be binding upon the parties hereto,
and the expense of the arbitration (including without limitation the award of attorneys’ fees to
the prevailing party) shall be paid as the arbitrators determine.The decision of the arbitrators shall
be executory, and judgment thereon may be entered by any court of competent jurisdiction.
Notwithstanding anything contained in the foregoing Paragraph to the contrary,Infogrames Inter-
active shall have the right to institute judicial proceedings against You or anyone acting by,through
or under You,in order to enforce Infogrames Interactive’s rights hereunder through reformation
of contract, specific performance, injunction or similar equitable relief. For the purposes of this
Paragraph, both parties submit to the jurisdiction of, and waive any objection to the venue of,
the state and federal courts of the State of New York.
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