NA | SQUARE ENIX MEMBERS

I. PURPOSE

The terms and conditions presented here define the conditions of use for the SQUARE ENIX MEMBERS service provided by Square Enix, Inc.
In order to register for the "Square Enix Members" service, you must read and agree to these terms and conditions. Persons who do not agree with any or all of the terms and conditions presented in this document may not register for the "Square Enix Members" service. The submission of an application to register for the "Square Enix Members" service will be considered your agreement to these terms and conditions.

II. DEFINITIONS

"Company" refers to Square Enix, Inc.
"The Service" refers to all services provided by Company which make up the SQUARE ENIX MEMBERS service.
A "Member" refers to an individual who has agreed to these terms and conditions, has applied to use the Service, and has received an ID as a user of the Service.
An "ID" refers to a unique identification code chosen by each Member during the registration process and utilized by Company in order to identify and manage the Members of the Service.
"ID Registration Information" refers to personal information such as name, address, e-mail address, password, or any other such information required by Company during the registration process.
"E-mail Newsletter" refers to the "SQUARE ENIX E-Mail Newsletter" or other e-mail newsletters subscribed to by Members and distributed by Company.
A "Members-Only Site" is a web site hosted on Company's servers, or on the servers of a third party specified by Company, for use only by Members.
"Submitted Information" refers to all information and User-Generated Content provided to Company by Members through the use of the Service on any Members-Only Sites or via e-mail (excluding IDs and ID Registration Information).
"Cancellation" refers to the cancellation of a Member's registration with the Service.
"SQUARE ENIX MEMBERS Points" (or "Members Points") are credits awarded to Members by Company for fulfilling various requirements set by Company.
"Submissions" refers to text, messages, ideas, concepts, pitches, suggestions, stories, screenplays, treatments, formats, artwork, photographs, drawings, videos, audiovisual works, musical compositions (including lyrics), sound recordings, characterizations, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that you submit, post, upload, embed, display, communicate or otherwise distribute on or through Company's Website.

III. ID REGISTRATION/ACCOUNT SECURITY

Any individual who wishes to register as a Member of the Service must follow the instructions specified by Company at any ID registration location on a Members-Only Site and submit a completed ID Registration Application.
Company reserves the right to deny or cancel any registration for any reason or no reason, with or without notice.
All applicants must represent that all ID Registration Information provided with the application is that of the applicant and is not false or misappropriated information.
Each Member is solely responsible for the security of their ID and password. Each Member must agree not to give away or share their own ID and/or password with any third parties, and accept full responsibility for any and all actions taken by any user of their ID, even if their ID is compromised by a third party. Company will not be held responsible for any losses incurred through the insufficient management, negligent use, or third party use, of IDs and/or passwords.
Members shall immediately report to Company the theft or misuse of their ID by a third party, and shall follow Company's subsequent instructions.
If a Member's ID Registration Information needs to be changed, that Member must follow the instructions to change that information as soon as possible.

IV. USE OF CONTENT

Except for intellectual property owned by Company's licensors/licensees, all information, materials, functions and other content (including Submissions) contained on the Service, including, without limitation, the designs, text, graphics, pictures, software, sound files and other files, and the selection and arrangement thereof ("Company Content") are Company's (or its Affiliates') intellectual property. All trademarks, service marks, and trade names used on the Service are trademarks or registered trademarks of Company, its affiliates and/or Company's licensors/licensees. SQUARE ENIX and the SQUARE ENIX logo are registered trademarks of Square Enix Holdings Co., Ltd.
Except as Company specifically agrees in writing, Company Content may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Square Enix or the respective copyright owner. Permission is granted to display, copy, distribute and download the Company Content on this Service for your personal, non-commercial, and informational use only; provided that, you may not, without the permission of Square Enix or the respective copyright owner, copy, publish, or post any Company Content on any computer network or broadcast or publications media, modify the Company Content, or remove or alter any copyright and other proprietary notices contained in the Company Content.

V. SUBMISSIONS

Company will not be held liable for the content or confidentiality of any Submissions. You agree that any Submissions you make are not being made in confidence or trust and that you have no expectation of any review, compensation, or consideration of any type except where specifically offered and awarded (such as prizes in contests).
By making any submission, you hereby grant Company a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable license to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit such Submissions for any purpose, in all media formats and channels now known or hereafter devised, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity (the "Submissions License"). Accordingly, Company, Company's licensees, distributors, agents, representatives, affiliates, and other authorized users shall be entitled to exploit and disclose all Submissions without liability. You hereby represent that you have all necessary rights to grant the Submissions License with respect to each and every Submission.
You represent and warrant that all Submissions conform to the Terms of Use and that you own or have the necessary rights, licenses, consents and permissions to exploit, and to authorize us to exploit, such Submission.
To the extent that Company solicits Submissions through features or activities on or through the Service (including games, sweepstakes, contests, promotions and forums that require the use of our copyrighted works (in whole or in part), we hereby grant you a non-exclusive license to create a derivative work for this limited purpose using our copyrighted works, with ownership of such derivative work owned by Company.
Company reserves the right, but disclaims any obligation to remove any Submission from Company's Site for any reason or no reason, and identify any user to third parties when we believe in good faith that such identification or disclosure will (i) facilitate compliance with laws, including, for example compliance with a court order or subpoena, or (ii) help enforce this Terms of Use and/or contest, sweepstakes, promotions, and game rules, and/or protect the safety or security of any person or property.

VI. CLAIMS OF COPYRIGHT INFRINGEMENT

If you are a copyright owner or an agent of a copyright owner and believe that any Submission or other content infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Company's Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to Company's designated Agent for Notice at dmca@square-enix.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid. For clarity, only DMCA notices should go to Company's Copyright Agent. Customer service issues will not be forwarded.

VII. CANCELLATION OF MEMBERSHIP

Members may seek cancellation of their Membership at any time by completing and submitting a cancellation form accessed within the Members-Only Site or by calling customer service.
A Membership will be cancelled only after the request is processed by Company. Once a cancellation request is received, a certain period of time may be required for a Membership cancellation to be reflected in the system.
Company reserves the right in its sole discretion to cancel the Membership of any Member for the following reasons, or no reason, without prior notice to the Member, and no liability to Company:

Violation of any of the terms and conditions, or Rules of Conduct, defined in this document, or other online policies of Company, including the Privacy Policy;
Member's failure to maintain a functional e-mail address on file with Company, allowing Member to receive Company e-mails without being filtered;
Re-registration of a previously-cancelled Membership; or
Use of an ID or ID Registration Information for malicious purposes.

Company is under no obligation to reveal the reasoning for any such cancellation to any Member.
Any Member whose violation of these rules causes damage to Company or any third party shall be solely liable for such damage, and shall indemnify and hold harmless Company for such actions.

VIII. SQUARE ENIX MEMBERS POINTS

ACCUMULATING MEMBERS POINTS

A Member can earn Members Points by purchasing certain of Company's qualifying products (games, music, etc.), by responding to certain questionnaires on a Members-Only Site, or through any other action for which Company decides to award Members Points.
Inside the packaging for qualifying products is a point card ("Point Card") containing a unique serial code ("Serial Code"). The Member can input the Serial Code on the Members-Only Site to credit the Member's Members ID account with the specific number of Members Points pertaining to that qualifying product.
The amount of Members Points obtainable through the purchase of each qualifying product will be determined by Company in its sole discretion.
Each Member may only register the Serial Code for one copy of each qualifying product unless otherwise stated. For example, a Member who purchases 2 copies of a particular game cannot obtain the Members Points for both copies of that game.
Members can view their accumulated Members Points totals on their Members Page.
Company may limit for any reason the amount of Members Points allowed to accumulate in an account at one time, the allowable amount of Members Points that may be awarded in a particular time period, and the amount of Members Points that may be accumulated by a particular Member throughout their participation in the Members Points program.
Once a Members ID account is credited with Members Points, those Members Points may only be used by the Member assigned to that Members ID. Members may not give, loan, sell or transfer Members Points to third parties or between multiple Members IDs, and may not combine Members Points distributed amongst numerous Members IDs.
If a Member believes a Members ID account has not been properly credited with Members Points, that Member must notify Company, with supporting documentation, within 6 months of the date such Members Points were acquired.

MEMBER STATUS AND REWARDS

Tiers. As a Member accumulates Members Points, the Member's Tier will increase. On April 1st of each year and/or on any date elected by Company, Company may reward a Member with a Present based on the Member's Tier level. Members who failed to increase their Tier level will not be eligible for a Present. On or about April 1st of each year and/or on any date elected by Company, all Members' Tiers level will reset to the lowest Tier.
Levels. On April 1st of each year and/or any date elected by Company, each Member's Level may be increased ("level up") based on that Member's accumulated Members Points. Levels do not decrease.
All Presents are subject to availability.
All Presents are non-returnable and non-exchangeable unless received broken or defective. If a Present is received broken or defective, Company may provide that Member with a replacement Present in its sole discretion.
Company will only ship a Present to the current address provided by a Member. All Members should ensure that their individual information is accurate at all times. Company will not be held responsible for any losses incurred by a Member as a result of the submission of inaccurate and/or incorrect ID Registration Information.

EXPIRATION OR DELETION OF MEMBERS POINTS

Members Points are only a limited license to a digital good, and are the property of Company and not the individual property of any Member.
MEMBERS POINTS HAVE NO MONETARY VALUE. Under no circumstances may a Member receive money from Company in exchange for Members Points.
Members may not exchange or receive any money or other items of value for Members Points or Point Cards, regardless of how such Members Points or Point Cards were obtained by the Member.
Company may delete Members Points from any Members ID account in its sole discretion.
If Company suspects that a Member has engaged in fraudulent, unlawful or abusive activity with regard to Members Points or the SQUARE ENIX MEMBERS service, Company reserves the right to cancel or suspend the Member's access to Members Points. Company reserves the right to adjust accumulated Members Points in its sole discretion. Company will use commercially reasonable efforts to promptly investigate such infractions so as to alleviate any errors on the part of Company. Company shall have no liability for any decisions made by Company with regard to any Member or Members Points.
If a Member believes that an account has been improperly credited with Members Points that were not validly acquired, such Member should notify Company promptly.

OTHER SQUARE ENIX MEMBERS POINTS ISSUES

Company reserves the right to cancel or modify a portion or all of the Members Points program at any time, without any prior notification to, or the approval of, its Members.
Members are solely responsible for any tax consequences that may result from their participation in the Members Points service.
The Members Points program is only available to Members living in the United States and Canada.

IX. RULES OF CONDUCT

Members shall not do any of the following actions involving the Service:

Use another Member's ID or ID Registration Information, or falsify ID or ID Registration Information to register as a Member or to impersonate another individual;
Send unsolicited email ("spam"), including chain e-mails, that may obstruct the normal use of the Service for other Members;
Distribute or post computer viruses, files, programs, or other data that could result in the disruption, destruction, limitation, or manipulation of the functionality of computer software, hardware, or communication devices;
Use obscene, cruel, or discriminatory language and/or expressions that may offend others;
Infringe Company's, other Members', or any other third party's intellectual property rights, or invade anyone's privacy;
Cause damage and losses to Company, other Members, or any other third party;
Offend public order and morals;
Violate any laws or regulations;
Use the Service for commercial purposes or advertising without the prior consent of Company, including the sale of products and services through the Service;
Engage in any political activities or religious proselytizing;
Disrupt Company's systems or the operation of the Service (e.g., "hacking");
Defame the Service;
Impede other Members' participation and enjoyment of the Service;
Harass any other Member;
Publicly identify the identity of any Member without their permission (excluding any identification to Company for rule enforcement purposes); and
Undertake any other action deemed inappropriate at the sole discretion of Company.

Any Member who is found in violation of these rules shall be terminated from the Service and may be required to provide compensation to Company for all such losses incurred.
Company cannot and does not guarantee that other Members will be complying with the foregoing Rules of Conduct or any other provisions of these Terms of Use. You hereby assume all risk of harm or injury resulting from any such lack of compliance.

X. PRIVATE INFORMATION

Company may use ID Registration Information and other personal information provided by Members pursuant to the terms of our Privacy Policy.

XI. TERMINATION AND TEMPORARY STOPPAGE OF THE SERVICE

Company reserves the right to stop the Service, in whole or in part, for any of the following reasons, or no reason at all, with or without prior notice to the Members:

To perform regularly scheduled or emergency maintenance on the equipment utilized to provide the Service;
The Service cannot be provided due to system or network malfunctions, fire damage, power outages, or any other unforeseen accidents, or in unpredictable circumstances such as natural disasters;
Company elects to discontinue the Service;
The Service cannot be provided due to legal restrictions.

The Service cannot be provided due to legal restrictions.

XII. DISCLAIMERS

"AS IS". THIS SERVICE AND ANY COMPANY CONTENT CONTAINED HEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SERVICE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, OR BY EMAIL, IS AT YOUR SOLE RISK. COMPANY DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SERVICE ARE NON-INFRINGING, ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
Company reserves the right to change, cancel, or terminate any and all content related to this Terms of Use, Privacy Policy, Member Site, and/or this Service at any time without notice. Company will not be liable for any damages or losses related to any such changes, cancellation or termination.
Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Company.
LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SERVICE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS SERVICE. COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT OF ITS MEMBERS OR SUBMISSIONS.
Furthermore, Company does not guarantee any of the items listed below to Members in relation to the use, in whole or in part, of the Service, nor will Company be held responsible for any disputes, losses, or damages incurred by or between Members or third parties affected by the occurrence of any or all of the following:

Hacking or spoofing by third parties;
Interrupted or untimely distribution of E-mail Newsletters and/or access to Members-Only Sites;
Deletion or modification of Member data for the Service;
Malfunctions, errors, or glitches in the infrastructure, systems, software, and/or hardware used to provide the Service, or in its communication networks, and
Losses or damages by visiting sites linked to by third parties in the e-mail newsletters and/or Members only sites.

Notwithstanding anything to the contrary contained in this section or in these terms and conditions, Company's total liability to any Member will at all times be limited to the amount of money paid by the Member to the Service during the calendar month in which the losses were incurred.

XIII. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Company, its parent, subsidiaries, affiliates, licensees, and distributors from all liabilities, claims and expenses, including attorneys' fees, related to or arising from your use of the Service or this Agreement. Company reserves the right, at its own expense, to control the defense.

XIV. JURISDICTION AND VENUE

You agree that any action at law or in equity arising out of or relating to this Terms of Use or SQUARE ENIX MEMBERS Site and/or Services shall be filed in state or federal courts located in Los Angeles, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Those who choose to access Company's Site and Services do so on their own initiative and are responsible for compliance with all applicable laws including any applicable local laws.

XV. AMENDMENTS

This agreement and the terms and conditions set forth herein may be revised by Company at any time with or without notice. Use of the Service following the posting of any such revisions shall constitute each Member's agreement to the changes.

Last Updated: March 4, 2009.