GAMER'S GOLD TERM AND CONDITIONS AND SOFTWARE END USER LICENSE AGREEMENT

EFFECTIVE DATE: August 19, 2011

These terms and conditions and software end user license agreement, privacy policy, and Gamer's Gold Policies (collectively, "Terms") are between 2 Cubed, Inc., a California corporation doing business as "Gamer's Gold" and its owners, directors, officers, agents, employees, and representatives ("Gamer's Gold", "us", "we", "our") and you ("you", "your") and govern your use of the website located at www.gamersgold.com (the "Website"), your Website membership, if applicable, and your download and use of the tracking software (the "Software"), if applicable (collectively, the "Features").

We may be contacted as follows: info@2cubedinc.com; 3835 E. Thousand Oaks BLVD. Suite #162, Westlake Village, CA 91362.

We have the right to modify these Terms at any time without providing notice other than posting the modifications to the Website with a revised effective date, if applicable. It is your responsibility to review these terms prior to your use of any of the Features and from time to time, and to discontinue use of the Features if you do not agree to any of them. YOUR USE OF ANY OF THE FEATURES CONSTITUTES YOUR IRREVOCABLE AGREEMENT TO THESE TERMS, AS MODIFIED FROM TIME TO TIME.

LIMITED LICENSE

Subject to these Terms, we grant you a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the Features through their standard user interface for your personal, non-commercial use, and at your own risk and expense. You may not: (i) use, copy, alter, or modify the Features (electronically or otherwise); (ii) create any derivative work(s) from the Features; (ii) sell, license, rent, lend, publish, display, transmit, broadcast, distribute in any other form, or in any derivative works of the Features, or otherwise make available the Features to others; (iii) modify, reverse engineer, disassemble, decompile, or otherwise translate or attempt to obtain the source code of the Features; and/or (iv) remove, obliterate, or alter any intellectual property or other proprietary rights notices or legends on or displayed by the Features. You may install the Software on more than one of your computers, but agree to take reasonable precautions to prevent copying of the Software and to prevent unauthorized use of the Software and your membership account.

IMPORTANT RESTRICTIONS

Notwithstanding the within choice of law provisions, you may only use the Features which are not prohibited by, or considered obscene or indecent under the laws of the jurisdiction in which you are located at that time. You may not use the Features in any manner which exceed the rights granted to you by us, including (i) use of any of the Features by a child under the age of thirteen, (ii) Silver, Gold, or Platinum membership by anyone under the age of eighteen, (iii) impersonating a minor or any other person, (iv) use of the Features in an illegal, harassing, defamatory, or abusive manner, (v) gathering or attempting to gather information on other users, and (vi) hacking, hijacking, or attacking (e.g., a denial of service attack) any of the Features. You shall not attempt to circumvent, impede, or interfere with the Features, or gain access to our servers or those of our service providers except by means of the standard user interfaces. The Software may be used to reproduce materials. The Software is licensed to you only for reproduction of materials you are authorized or legally permitted to reproduce. Remote access of copyrighted content is only provided for lawful personal use or as otherwise legally permitted. If you are uncertain about your right to copy or permit access to any material you should contact the copyright owner or your legal advisor. You may not export the Features in violation of applicable export or trade embargo laws and regulations.

We reserve the right to refuse or limit use of the Features to any person, and serious breaches or disruptions may additionally or alternatively result in legal action or referral to law enforcement without notice.

PROPRIETARY RIGHTS

The Features are protected by U.S. and international intellectual property laws. You acknowledge and agree that we retain all right, title, and interest in and to all data and information, content, and materials provided on, with, or by the Features, including, without limitation, text, images, graphics, page headers, our trademarks and logo, the selection and arrangement of elements displayed on, with, or by the Features, the compilation of all content and materials on, with, or by the Features, and the business processes, procedures, methods, and techniques used in the Features, and all associated patent, trademark, copyright, trade secret, and other intellectual property and proprietary rights recognized anywhere in the universe.
Mention of specific companies, software, products, websites, organizations, or authorities in any of the Features does not imply endorsement by us, nor does mention of specific companies, software, products, websites, organizations, or authorities imply that they endorse Gamer's Gold. Gamer's Gold is our trademark. All other trademarks are the property of their respective owners.

MAINTENANCE AND SUPPORT

The Features, or any of them, may be modified or terminated at any time. We are under no obligation to provide, or if we are currently or in the future provide, to continue to provide, updates or support for the Software, or for any particular computer platform, game, or accomplishments within a game. We shall not be responsible in any manner whatsoever for the availability of any particular game, whether or not such availability is within our control. Neither our Features nor our supporting games have 100% uptime, and we shall not be responsible for any damages or refunds based on downtime of the Features due to errors, malfunctions, troubleshooting, upgrading, maintenance, support, or other factors.

MEMBERSHIP ACCOUNTS AND SECURITY

To use certain Features, you must register and create a member account, which requires that you provide us with certain information about yourself. By submitting your information, you grant us an irrevocable, nonexclusive, and royalty-free license to use, reproduce, transmit, and display this information in connection with our operations and providing of the Features to you. As part of the registration process, you will be asked to submit your name, email address, mailing address, and phone number, and select a user name and password that is available and acceptable to us (and for Silver, Gold, and Platinum members, you will also need to submit payment information and authorization), collectively, the "Membership Information". You agree that all Membership Information you provide to us for purposes of creating an account will be accurate, current, and complete and your failure to provide such information, or providing information that is false or belongs to someone else, shall constitute a breach of these Terms may result in the immediate termination of your account, in our discretion. You shall promptly update your Registration Information to keep it accurate, current, and complete and shall not share your account or password with anyone else, and you agree to immediately notify us of any known or suspected unauthorized use(s) or user(s) of your account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You understand and agree that you shall be liable for all activities that occur under any account created for your use, even if such activities were not committed by you.

Membership is subject to the Gamer's Gold Policies, as modified from time to time, which are incorporated herein by this reference. Membership information and any other information submitted to us, as well as your use of the Features, is subject to our Privacy policy, as modified from time to time, which is incorporated herein by this reference.

PAYMENT TERMS

All payments shall be charged and made in U.S. dollars. When using a credit or debit card, you agree not to file a chargeback under any circumstances, and instead utilize the dispute resolution methods specified herein exclusively. If you file such a chargeback in violation of these Terms, then we shall be entitled to recover our costs of defending and/or overturning the same, including any credit card processor chargeback fees, chargeback consultant fees, and reasonable attorneys' fees and costs, whether or not a legal proceeding is instituted. Any amounts hereunder past due more than 30 days shall thereafter bear interest until paid in full at the lesser of (i) 10% simple interest per annum, or (ii) the maximum legal interest rate permitted at the time under applicable law.

USER SUBMISSIONS

Except as otherwise provided in our Privacy Policy, you agree that any material, information, suggestions, contributions, or other communication you transmit to us or post online (collectively, "Submissions") will be considered nonconfidential and nonproprietary, and we will have no obligations to you with respect to the Communications. With respect to such Communications, you irrevocably grant us the perpetual and royalty-free right throughout the universe to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, ideas, concepts, and other things embodied therein, including derivative works, for any and all commercial or non-commercial purposes.

THIRD-PARTY CONTENT

We have not reviewed the content of all websites or other content linked to or from, or available through, our Features, including, without limitation, the third party games the Software is designed for use with, and we are not responsible for the content or operation of any of those sites and do not take responsibility for them or endorse them. Such websites and content may contain matter that is objectionable, indecent, or obscene.

AFFILIATE DISCLAIMER

This Affiliate Disclaimer is intended to comply with the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255). We may currently, or in the future, accept forms of cash advertising, sponsorship, paid insertions or other forms of advertising or affiliate compensation. The compensation we receive may or may not influence the advertising content, topics, posts, or links made or presented by us or displayed in or on the Features and paid or sponsored content, topics, posts, or links may not always be identified or identifiable as such.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMISSILBE UNDER APPLICABLE LAW, THE FEATURES ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN, AVAILABLE THROUGH, OR LINKED TO BY THE FEATURES, NOR THAT THE FEATURES ARE FREE OF ERRORS, VIRUSES, HARMFUL CODES, OR THE LIKE.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE FEATURES IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE FEATURES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMISSILBE UNDER APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, THE COST OF ACQUIRING SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR LOSS OR CORRUPTION OF PERSONAL COMPUTER OR DATA ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE FEATURES OR ANY OF THEM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (I) THE CUMULATIVE TOTAL AMOUNT YOU PAID TO US FOR YOUR MEMBERSHIP AND/OR USE OF THE FEATURES, OR (II) $1.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE STATED REMEDIES ARE DETERMINED TO FAIL THEIR ESSENTIAL PURPOSE.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless from and against any and all claims, actions, proceedings, and suits and all related damages, liabilities, losses, judgments, settlements, penalties, fines, costs and, expenses (including reasonable attorneys' fees and costs) arising out of (i) your use or misuse of the Features, (ii) your breach or alleged breach of these Terms, (iii) your violation of any law, rule, regulation, or rights of others in connection with your use of the Features, or (iv) your use or disclosure of another person's personal, financial, or credit information.

TERMINATION

We may terminate this Agreement at any time if (i) in our opinion, you have breached of violated, or threatened or attempted to breach or violate, any of these Terms, (ii) upon notice to Bronze members, or (iii) upon 30 days' advance written notice to Silver, Gold, or Platinum members. If we terminate your membership for breach, any points accrued by your account will be forfeited; otherwise, your points will be available for use until the last day of your membership month, in accordance with the provisions of our Policies. Upon termination, your right to use the Features ceases, and you must delete the Software from your computers.

NOTICE FOR CALIFORNIA RESIDENTS

If you are unable to resolve a complaint you may have regarding the Features provided by us, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, CA 95834, (800) 952-5210.

APPLICABLE LAW, DISPUTE RESOLUTION, AND GENERAL PROVISIONS

These Terms constitute the entire agreement between us with respect to the use of the Features and supersedes all prior or contemporaneous understandings regarding such subject matter. No modification of these Terms shall be binding on us unless they are posted to the Website or in writing and signed by our authorized representative. These Terms are governed by and shall be interpreted in accordance with the laws of the state of California and of the United States of America, excluding the conflict of laws principles of these laws, and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods. All disputes and claims of whatever nature arising out of or related to these Terms (including, without limitation, our Policies and Privacy Policy), shall be adjudicated by a court of competent jurisdiction in Los Angeles County, California, and you hereby agree to submit to such exclusive jurisdiction; provided, however, that prior to brining suit the parties shall communicate and negotiate with each other in good faith in an attempt to settle the matter, until 30 days have passed or until the parties mutually agree informal dispute resolution has failed and provided further that such informal negotiation is not required where emergency or interim injunctive relief is requested. The prevailing party in any legal proceeding shall be entitled to an award of its reasonable attorneys' fees and costs; provided, however, that any party who fails to communicate and negotiate with the other party in good faith as required herein shall not be entitled to an award of attorneys' fees, even if that party would otherwise be entitled to them under these Terms or any provision of applicable law. If any of the provisions of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.