TERMS OF USE AGREEMENT

This agreement (the "Agreement") should be read by you (the "User" or "you") in its entirety. Please note that the Agreement constitutes a legally binding agreement between you and Real Dice, Inc. (referred to herein as "RDI") which owns and operates the RDI site found at www.realdice.com (the "Site")

Introduction

The software that you are about to download (the "Software") is being licensed to you by RDI for your private personal use solely on an "AS IS" basis. You shall use the Software together with your unique GAME ID ("Game ID") and unique and secret password ("Password") chosen by and known only to you, to access the RDI servers (the "Servers") in order to play the RDI games (the "Games").

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. GRANT OF LICENSE.

Subject to the terms and conditions contained herein RDI grants the User a non-exclusive, personal, non-transferable right to install and use the Software in order to access the Servers and play the Games.

2. NO WARRANTIES.

RDI disclaims any and all warranties, expressed or implied, in connection with the Software, the Site and the Games all of which are provided to you "AS IS" and RDI provides you with no warranty or representation whatsoever regarding their quality, fitness for purpose, completeness or accuracy. Regardless of RDI's efforts to provide you with service of the highest quality, RDI makes no warranty that the Site and the Servers will be uninterrupted, timely or error-free, that defects will be corrected or that the services found therein shall be free from viruses or bugs. RDI takes the game server's representation of results to be the true result. Should discrepancies appear between your local graphical or numerical representation and that showing on RDI's game server, the latter shall be taken as the true and official outcome.

3. PROHIBITED USES.

3.1 SOFTWARE MODIFICATIONS.

User may not attempt to modify, decompile, reverse-engineer or disassemble the Software in any way.

3.2 PERSONAL USE.

The Software is intended solely for your personal use.

3.3 COLLUSION.

Collusion between players by sharing hole cards or by other methods is strictly forbidden. RDI reserves, in addition to other measures, the right to restrict seating and/or to prohibit Users from playing in particular games, including the restriction of two or more Users from playing together at the same game, in the same tournament or at the same table.

3.4 RESPECT.

Players are expected to respect each other, as they engage in chatting, or interacting in any other way via the Games. RDI reserves, in addition to other measures, the right to restrict seating and/or to prohibit Users from playing at a particular game, or exclude a user from accessing the Server all together. Such decision is at the sole discretion of RDI and Players agree to accept such decision as final.

3.5 EXTERNAL PLAYER ASSISTANCE PROGRAMS (EPA).

RDI prohibits External player assistance programs ("EPA Programs") which are designed to provide an "Unfair Advantage" to players. RDI defines External to mean computer software (other than the RDI game client provided by RDI), and non-software-based databases or profiles (e.g. web sites and subscription services.) RDI defines an "Unfair Advantage" as a User accessing or compiling information on other players beyond that which the User has personally observed through the User's own game play.

3.6 AUTOMATIC PLAYERS (BOTS).

The use of artificial intelligence including, without limitation, "robots" is strictly forbidden in connection with the Software and the Games. All actions taken in relation to the Games by a User must be executed personally by players through the user interface accessible by use of the Software.

The User agrees that RDI may take steps to detect and prevent the use of prohibited EPA Programs. These steps may include, but are not limited to, examination of software programs running concurrently with the RDI Software on the User's computer. In the event that RDI deems that a User has engaged in fraudulent, unlawful or improper activity while using the Software or playing the Games, including without limitation a User who has colluded or attempted to collude with another user of the Software, or has used Prohibited EPA programs, RDI shall be entitled to take such action as it sees fit, including immediately blocking access to the Games to such User and terminating such User's account with RDI.

4. LIMITATION OF LIABILITY.

IN NO EVENT SHALL RDI, AFFILIATES, AGENTS, REPRESENTATIVES, NETWORK SERVICE PROVIDERS, PARTNERS, DIRECTORS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY RESPECT FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY ACTUAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF TIME, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHATSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THESE TERMS AND CONDITIONS OR TO THE USE OF THE SERVICES (EVEN IF RDI HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.) THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO ANY THIRD PARTIES WITH WHOM RDI ENTERS INTO A BINDING AGREEMENT TO MARKET, DISPLAY AND/OR DISTRIBUTE THE SERVICES (OR ANY DERIVATION THEREOF) AND SUCH THIRD PARTIES SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY OF THE DAMAGES SET FORTH ABOVE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. RDI'S ENTIRE LIABLITY FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (EXCEPT TO THE EXTENT PROHIBITED BY LAW), SHALL NOT EXCEED THE AGGRAGATE AMOUNT OF ONE (US$1.00) US DOLLAR. UNDER NO CIRCUMSTANCES SHALL RDI, ITS PARENT, AFFILIATES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, REPRESENTATIVES, DIRECTORS OR EMPLOYEES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE OF THE SERVICES RESULTING DIRECLTY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATIONS EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, LABOR DISPUTES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, EXPLOSIONS, TERRORIST ATTACKS, WAR OR OTHER ACTS OF GOD.

5. SECURITY.

The User agrees that he/she is solely responsible for all use of the RDI Software through his/her Game ID and Password. The User is obliged to keep his/her Game ID and Password secret and confidential at all times and to take all efforts to protect their secrecy and confidentiality. Any unauthorized use of the Game ID or Password shall be the sole responsibility of the User and be deemed as his/her use. Any liability there from shall be that of the User.

6. PERSONAL USE.

Games are fun, but can be addictive. You are not in any way obliged to purchase any game, but understand that you participate in RDI's network games at your own discretion and risk. By choosing to play at RDI, you agree that the network is fair, appropriate, and inoffensive, and promise to maintain fair, appropriate and inoffensive behavior. We remind you that you are under no obligation whatsoever to play at RDI. We also remind you that the network is for your own personal pleasure, and we do not permit the use of the network professionally, or for any other reason than for personal entertainment. Commercial use of the Software is strictly forbidden. The User is only allowed to play for his/her personal entertainment. The User agrees that his/her use of the Games is in a personal (and not professional) capacity.

7. TERMINATION.

Without prejudice to any other rights, RDI may immediately terminate this Agreement if you fail to comply with the terms and conditions contained herein. In such event, you must destroy all of your copies of the Software.

8. AMENDMENT.

RDI reserves the right to change this Agreement at any time with or without notice and you will be bound by such amended Agreement upon its being posted at the Site. Therefore, we encourage you to visit the Site regularly and check the terms and conditions contained in the Agreement. Your continued use of the Site shall be deemed to attest to your agreement to any amendments to the Agreement.

10. GOVERNING LAW.

The Agreement and any matters relating hereto shall be governed by, and construed in accordance with the laws of Delaware, USA. Each party irrevocably agrees that the relevant courts of Delaware, USA shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising there from and irrevocably waives any right that it may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction.

11. SEVERABILITY.

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.