END-USER LICENSE AGREEMENT

ATARI, INC. ("ATARI") AND BIOWARE CORP. ("BIOWARE") ARE WILLING TO LICENSE THE SOFTWARE (as defined below) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENSE (the "License") AND INDICATE YOUR ACCEPTANCE BY SELECTING "YES".  PLEASE READ THE TERMS CAREFULLY BEFORE SELECTING "YES" TO ACCEPT THE TERMS OF THIS LICENSE.  

By selecting "Yes" to accept this License, and/or by loading or running the Software, or placing or copying the Software onto your computer hard drive, computer RAM or other storage, you acknowledge that you have read this License, understand it and agree to be bound by all of its terms and conditions.  

By selecting "No" or by otherwise failing to select "Yes" to accept this License, you decline our offer and the terms of this License.  If you do not accept the terms of this License, you must immediately (1) not install (or uninstall) or use the Software and any other materials associated with the Software, (2) completely delete all copies of the Software and all related files from your computer and (3) promptly return the Software in its protective covering, all other enclosed materials and the original sales invoice to the place of purchase for a refund or exchange, subject to the return policy of the retailer.  If you so decline, any refund by the retailer of the price you paid to use the Software will be your sole and exclusive remedy and our sole and exclusive liability in connection with the Software. 

"Software" shall mean the game, toolkit, and all other software contained on this disc or these discs, all updates and/or patches thereto, any accompanying documentation, all on-line components, restricted-access NEVERWINTER NIGHTS ("NWN") and/or NEVERWINTER NIGHTS:  HORDES OF THE UNDERDARK ("HOU") community websites, and other BioWare or Atari game-related services (including all CD-authentication components). 

1. Grant of License.  The Software is licensed to you, not sold, by Atari, and its use is subject to this License.  Atari grants to you a limited, personal, non-exclusive right to use the Software in the manner described in the user documentation.  If the Software is configured for loading onto a hard drive, you may load the Software only onto the hard drive of a single machine and run the Software from only that hard drive.  You may permanently transfer all rights Atari grants to you in this License, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, the CD-authentication key, and any upgrades), and the recipient reads and accepts this License.  Atari and BioWare reserve all rights not expressly granted to you by this License.

2. Restrictions.  Atari, BioWare, and/or their licensors own the title, copyright, and other intellectual property rights in the Software.  The Software contains copyrighted material, trade secrets and other proprietary material.  You may not delete the copyright notices or any other proprietary legends on the original copy of the Software.  You may not decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software.  You may not copy, rent, lend, lease, sublicense, distribute, publicly display, create derivative works based upon the Software (except as provided in Section 3 below) or otherwise commercially exploit the Software (including, without limitation, hosting pay-per-play servers).  You may not electronically transmit the Software from one computer, console or other platform to another or over a network.

3. End-User Variations.  So long as you fully comply, at all times, with this License, Atari grants to you a limited, personal, revocable, non-exclusive right to:   (i) use the Software’s toolset features to create your own NWN and HOU modules ("Modules"), and (ii) create your own modifications to work with the Software (e.g., custom data files not created using the toolset) (the "User Conversions", and together with the Modules, the "Variations").  Your rights to create Variations are subject to the following restrictions:  (1) your Variations must only work with the full commercial versions of NWN AND/OR HOU; (2) your Variations must not contain modifications to any executable file; (3) your Variations must not contain any libelous, defamatory, pornographic, obscene, or other illegal material, material that is scandalous or invades the rights of privacy or publicity of any third party, or contain any trademarks, copyright-protected work or other property of third parties, or contain any viruses, worms, or other malicious code; and (4) you may not rent, sell, lease, lend, offer on a pay-per-play or timesharing basis or otherwise commercially exploit or commercially distribute your Variations (including, without limitation, hosting pay-per-play servers, hosting pay-per-download web-sites for Variations including sites that charge for bandwidth use, and independently selling Variations online, at retail, mail order, etc.).  Without limiting the foregoing, you expressly acknowledge and agree that in no event shall you have the right or license to make any modification (whether using the toolkit or otherwise) to any portion of the Software for the purpose of creating any data file, executable, or other derivative work  that is intended to operate in a stand-alone mode, with any pre-release or beta version of NWN or HOU, or any software programs other than NWN and HOU.

4.  Distribution and Serving of Modules and User Conversions.  So long as you fully comply at all times with this License, Atari grants to you the limited, personal, revocable, non-exclusive right to:  (i) distribute your Modules or User Conversions by means of providing a copy of the actual Module or User Conversion code to other users (e.g., via ftp, email, disc copies, etc.) (collectively "Distribute"); and (ii) to allow other users to play your Modules by means of hosting your own server whereby you retain sole possession of your Module (collectively "Serve") (Serving User Conversions is not possible).

5.  Atari’s and BioWare’s Use of Variations.  If you Distribute, or permit others to Distribute, your Variations,  you hereby grant back to Atari and BioWare an irrevocable royalty-free right to use and distribute such Variations by any means, and to make such modifications thereto as Atari and/or BioWare deem are necessary to package, combine, and otherwise distribute such Variations.  If you do not wish to grant these rights to Atari and BioWare, you must not Distribute your Variations (although you may Serve your Modules).  Atari and BioWare will make a reasonable effort to provide credit to you in the event it uses or distributes your Variations, but you acknowledge that identifying you and/or other Variation creators may be difficult, and any failure by Atari and/or BioWare to provide credit to any person shall not be a breach of this License and shall not limit Atari’s or BioWare’s rights to use and distribute any Variation.  

6.  Revocation of Rights.  Atari and/or BioWare may at any time and in their sole discretion revoke your right to make your Variations publicly available (whether you are Distributing or Serving), provided that Atari and/or BioWare shall not revoke your right to Distribute a Variation if Atari and/or BioWare is, at the time of such revocation, using or distributing such Variation.

7. Termination.  This License is perpetual and may not be terminated except by mutual written agreement of the parties hereto.  However, your rights to use the Software, as set forth above: (i) may be terminated by you at any time, by destroying the Software; or (ii)  will terminate immediately without notice from Atari or BioWare if you fail to comply with any provision of this License (in which event, you must destroy the Software).

8. Disclaimer of Warranty on Software.  You are aware and agree that use of the Software and the media on which it is recorded is at your sole risk.  The Software and the media are provided "AS IS."  Unless otherwise provided by applicable law, Atari warrants to the original purchaser of this product that the Software storage medium will be free from defects of materials and workmanship for ninety (90) days from the date of purchase.  This warranty is void if the defect has arisen through accident, abuse, neglect or misapplication.

9.  Disclaimer of Other User Conduct and Gameplay Risks.  You agree and acknowledge that an integral feature of NWN/HOU is the ability to play online with other game users, including playing Variations created by other users.  Atari and BioWare specifically disclaim any warranties relating in any way to such user-created content, and you agree that neither Atari, BioWare, their assignees or successors, nor any of their licensors or suppliers shall in any way be responsible for the content or functionality of such user content.  You further agree and acknowledge that while playing multi-player games, you may be subject to conduct of other users that may impact your own gameplay and characters, or that you may find objectionable or offensive.  Atari and BioWare also specifically disclaim any warranties relating to the conduct of other users (including in-game, and in game-related forums, chatrooms, etc.), and you agree that neither Atari, BioWare, their assignees or successors,  nor any of their licensors or suppliers shall in any way be responsible for the conduct of other users.

10.  Disclaimer of Other Content.  As a service to you, Atari and BioWare may include with the Software third party drivers and other software utilities intended to assist you with installing and operating the Software (collectively, the "Drivers").  Atari and BioWare specifically disclaim any warranties relating to the Drivers, and you agree that your use of the Drivers is at your own risk.  The Drivers are not part of the Software and shall not be governed by the terms and conditions of this License except for and to the extent of this disclaimer.  

11.  General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, ATARI AND BIOWARE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NEITHER ATARI NOR BIOWARE WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ATARI, BIOWARE OR ANY ATARI OR BIOWARE-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ATARI OR BIOWARE (OR THEIR EMPLOYEES OR LICENSORS) BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE SOFTWARE, INCLUDING THOSE THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ATARI OR BIOWARE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.  IN NO EVENT SHALL ATARI’S OR BIOWARE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

13.  Indemnity; Injunctive Relief.  You agree to indemnify, defend and hold harmless Atari, BioWare, and each of their respective officers, employees, directors, agents, licensors, licensees (excluding you), successors and assigns from and against all losses, lawsuits, damages, causes of action and claims relating to and/or arising from your breach of this License, distribution or any use of any Variations,  and/or any other use of the Software.  You agree that your unauthorized use of the Software, or any part thereof, may immediately and irreparably damage Atari, BioWare, or both of them such that neither Atari nor BioWare could be adequately compensated solely by a monetary award and that at Atari’s or BioWare’s option, Atari and/or BioWare shall be entitled to an injunctive order, in addition to all other available remedies including a monetary award, appropriately restraining and/or prohibiting such unauthorized use without the necessity of Atari or BioWare posting bond or other security.  Your obligations set forth in this Section shall survive the cancellation or termination of this License.

14.  Choice of Law and Venue.  THIS LICENSE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH CONTROLLING U.S. FEDERAL LAW AND THE LAWS OF THE STATE OF NEW YORK, EXCLUSIVE OF ITS CHOICE OF LAW AND/OR CONFLICTS OF LAW JURISPRUDENCE.  THE EXCLUSIVE VENUE FOR ALL LITIGATION REGARDING OR ARISING OUT OF THIS LICENSE SHALL BE IN NEW YORK COUNTY, NEW YORK, AND YOU AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS IN NEW YORK COUNTY, NEW YORK FOR ANY SUCH LITIGATION.

15.  Miscellaneous.  Nothing herein shall be deemed to supercede or derogate from Atari’s or BioWare’s remedies at law for any violation of this License or applicable law.  If any provision of this License is unenforceable, the rest of it shall remain in effect. This License constitutes the entire agreement between you, Atari, and BioWare with respect to the use of the Software and the support services (if any) and supersedes all prior or contemporaneous oral or written communications and representations with respect to the Software or any other subject matter covered by this License.