December 22, 1998

GENERAL VERSION, FOR USE IN THE UNITED STATES AND CANADA (EXCEPT QUEBEC)


LICENSE AGREEMENT


***   IMPORTANT  ***

This is a legal agreement between the end user ("You") and Hasbro Interactive, Inc., its affiliates and subsidiaries (collectively "Hasbro Interactive").  This Agreement is part of a package (the "Package") that also includes a CD-ROM disc (collectively, the "CD-ROM") and certain written materials (the "Documentation").

BY INSTALLING THE CD-ROM, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.  YOU UNDERSTAND THAT, IF YOU PURCHASED THE PACKAGE FROM AN AUTHORIZED RESELLER OF HASBRO INTERACTIVE, THAT RESELLER IS NOT HASBRO INTERACTIVE'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON HASBRO INTERACTIVE'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.

If You do not agree to the terms of this Agreement, promptly return the entire Package to the place You obtained it for a full refund.

LIMITED LICENSE:  You are entitled to use this CD-ROM for your own use, but may not sell or transfer reproductions of the CD-ROM or Documentation to other parties in any way.  You may use one copy of the CD-ROM on a single terminal connected to a single computer.  You may not network the CD-ROM or otherwise use it on more than one computer or computer terminal at the same time.


OWNERSHIP; COPYRIGHT:  Title to the CD-ROM and the Documentation, and patents, copyrights and all other property rights applicable thereto, shall at all times remain solely and exclusively with Hasbro Interactive and its licensors, and You shall not take any action inconsistent with such title. The CD-ROM and the Documentation are protected by United States, Canadian and other applicable laws and by international treaty provisions.  Any rights not expressly granted herein are reserved to Hasbro Interactive and its licensors.


OTHER RESTRICTIONS:  You may not cause or permit the disclosure, copying, renting, licensing, sublicensing, leasing, disseminating or otherwise distributing of the CD-ROM or the Documentation by any means or in any form, without the prior written consent of Hasbro Interactive.  You may not modify, enhance, supplement, create derivative work from, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the CD-ROM to human readable form.

LIMITED WARRANTY:

Hasbro Interactive warrants for a period of ninety (90) days following original retail purchase of this copy of the game that the CD-ROM is free from substantial errors or defects that will materially interfere with the operation of the CD-ROM as described in the Documentation.  This limited warranty applies to the initial purchaser only.  EXCEPT AS STATED ABOVE, HASBRO INTERACTIVE MAKES NO OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THIS CD-ROM.  THE IMPLIED WARRANTY THAT THE CD-ROM IS FIT FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY SHALL BOTH BE LIMITED TO THE NINETY (90) DAY DURATION OF THIS LIMITED EXPRESS WARRANTY.  THESE AND ANY OTHER IMPLIED WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, ARE OTHERWISE EXPRESSLY AND SPECIFICALLY DISCLAIMED.  Some jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to You.  This limited warranty gives You specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction.

If you believe you have found any such error or defect in the CD-ROM during the warranty period, (i) if you are in the United States, call Hasbro Interactive's Consumer Affairs Department at 800-683-5847 between the hours of 8:00 a.m. and 12:00 a.m midnight. Monday through Friday (Eastern Time) and 8:00 a.m. to 8:00 p.m. Saturday and Sunday, holidays excluded, and provide your Product number; or (ii) if you are outside the United States, send your original CD-ROM disc to Hasbro Interactive at Caswell Way, Newport, Gwent, NP9 0YH, United Kingdom, together with a dated proof of purchase, your Product number, a brief description of such error or defect and the address to which it is to be returned.  If you have a problem resulting from a manufacturing defect in the CD-ROM, Hasbro Interactive's entire liability and Your exclusive remedy for breach of this limited warranty shall be the replacement of the CD-ROM, within a reasonable period of time and without charge, with a corrected version of the CD-ROM.  Some jurisdictions do not allow the exclusion or limitation of relief, incidental or consequential damages, so the above limitation or exclusion may not apply to You.

HASBRO INTERACTIVE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, EVEN IF HASBRO INTERACTIVE IS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL HASBRO INTERACTIVE'S LIABILITY EXCEED THE PURCHASE PRICE OF THIS PACKAGE.  Some jurisdictions do not allow the exclusion or limitation of special, incidental, consequential, indirect or exemplary damages, or the limitation of liability to specified amounts, so the above limitation or exclusion may not apply to You.

GENERAL:  This Agreement constitutes the entire understanding between Hasbro Interactive and You with respect to subject matter hereof.  Any change to this Agreement must be in writing, signed by Hasbro Interactive and You.  Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Hasbro Interactive in writing.  You shall be responsible for and shall pay, and shall reimburse Hasbro Interactive on request if Hasbro Interactive is required to pay, any sales, use, value added (VAT), consumption or other tax (excluding any tax that is based on Hasbro Interactive's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Package.



EXPORT AND IMPORT COMPLIANCE:  In the event You export the CD-ROM 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.


GOVERNING LAW; ARBITRATION:  This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the Commonwealth of Massachusetts, 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; 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 Hasbro 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 Arbitration 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 Boston, Massachusetts, and shall be the exclusive forum for resolving such dispute, 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 this Paragraph to the contrary, Hasbro Interactive shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce Hasbro Interactive's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

