EULA FOR CITIES XL GAME (“CLUF”)

IMPORTANT – READ CAREFULLY BEFORE INSTALLING OR DOWNLOADING THE CITIES XL GAME:
THE GAME, INCLUDING ITS SOFTWARE ELEMENTS (THE COMPUTER CODES AND THE PRINTED
OR ONLINE DOCUMENTATION CONCERNING THE SOFTWARE), ACCOMPANYING THIS AGREEMENT
IS NOT SOLD TO YOU BUT GRANTED UNDER LICENSE ACCORDING TO THE TERMS STIPULATED
BELOW. BY ACCEPTING THE TERMS OF THIS LICENSE, YOU ARE LEGALLY BOUND TO MONTE
CRISTO MULTIMÉDIA.

INTRODUCTION

The Cities XL game (hereinafter called the “Game”) and any other file that is
issued to you (on a physical medium or by online transmission), as well as any
printed or online documentation (the “Documentation”), constitute intellectual
works protected by French laws and international treaties concerning literary
and artistic property that belong to Monte Cristo Multimédia.

Monte Cristo Multimédia S.A. is a joint stock company with share capital of
€ 5,665,542.80, whose registered office is located at 42 rue des Jeuneurs
75002 Paris (France) and which is registered in the Paris Corporate Register
under number 401 098 215.

Any use of the Game and of its Documentation is granted to You under license
according to the terms of this license agreement (hereinafter called the
“License Agreement”).

Access to the online massively multi-player version of the Game (hereinafter
called the “Service”) is subject to acceptance of the Conditions of Use of the
Planètes Service that constitute an agreement separate from this License
Agreement.

If your Game includes a limited period of free access to the Service, the
Conditions of Use of the Planètes Service also govern your access to the said
Service during the period of free access.

1. DEFINITIONS

“User Account” means the personal and unique account identifying the User
allowing him to access (i) his profile, (ii) the social network consisting of
his friends, (iii) his private message system, (iv) his customer account and,
ore generally, the Game, the Service and the Site.

“Game” means the Cities XL video game published by Monte Cristo Multimédia, the
use of which is subject to acceptance of this EULA (hereinafter called the
“License Agreement”).

“Service” means the massively multi-player online version of the Game, the use
of which is subject to acceptance of the Conditions of Use of the Planètes
Service that constitute an agreement separate from this EULA.

“Site” means the internet site http://www.citiesxl.com published by Monte
Cristo Multimédia S.A., including the Cities XL Shop, the use of which is
subject to acceptance of this EULA.

“You” or “the User” means any person using the Game and/or its Documentation.

2. INTELLECTUAL PROPERTY

All the intellectual property rights of all or part of the Game (including all
of its components, such as, in particular, software, graphics interfaces
databases, data, graphics, videos, photographs, maps, design, purpose, sound
and music, cities, buildings and Mégastructures) and/or of its Documentation
belong to Monte Cristo Multimédia S.A. or to its licensors. No intellectual
property right is transferred to you under this License Agreement. Monte Cristo
Multimédia and its licensors reserve the right to bring any legal actions in
the event of infringement of their rights.

3. LICENSE TO USE

3.1 Limited authorised use

Monte Cristo Multimédia grants You the non-exclusive, non-transferable and
limited right to use a copy of the Game and its Documentation in accordance
with their purpose, solely for personal and non-commercial purposes on one or
several computers of which You are the owner.

3.2 Forbidden use

Any exploitation, use, reproduction, permanently or provisionally,
representation, marketing and/or redistribution of the Game and/or of its
Documentation, not expressly authorised under the terms of this License
Agreement is forbidden. Under this License Agreement, You do not have any
rights other than those stipulated in Article 3.1.

Accordingly, You must not, in particular:

(i) Copy the Game and/or its Documentation;

(ii) Sell, rent, or grant sub-licenses, distribute or make available to
other persons or transfer by any means whatsoever, the Game and/or its
Documentation, in all or in part, to a third party;

(iii) Decompile, dismantle, proceed with acts of reverse engineering, extract
the source codes of the Game, modify them or create programmes or
products derived from the Game, whether in all or in part;

(iv) Remove, deactivate or invalidate any system of protection of the Game
or any information or label of ownership present in the Game and/or its
Documentation or in or on the packaging of the latter;

(v) Receive, supply or develop services for confrontation between players
or intercept, emulate or redirect the protocols of communication used
by Monte Cristo Multimédia, which includes, in particular, the
emulation of a protocol, the techniques of identification, of
tunnelising, the modification or the addition of components to the
Game;

(vi) Use your User Account or that of other players for illegal purposes,
notably by spying on or intercepting communications that are not sent
to you,by using indexation robots, viruses, Trojan horses or any other
system interfering with the communications and/or the Games;

(vii) Create unauthorised connections to the Software.

3.3 Termination

This License Agreement shall be terminated by right without any other
formalities if You do not comply with the terms and conditions thereof. In this
case, you must immediately destroy any copy of the Game in your possession
and/or eliminate it from your hard disk.

4. REGISTRATION PROCEDURE

In order to play the Game, You must, during the last phase of installation of
the Game, create a User Account that is personal and non-transferable. For this
purpose, You must provide Monte Cristo Multimédia, on the registration form
available on the Site, with your:

(i) Identifier and your Password. They will allow Monte Cristo Multimédia
to identify You subsequently before authorising you to access your User
Account. You must keep your Password confidential and not allow anyone
apart from You to connect in your place. You alone are responsible for
your Password and for any use that shall be made in the Game of your
Password or your User Account. Any prejudice or damage that may occur
to You, occur to Monte Cristo Multimédia or to any third party because
of the disclosure of your Password or its discovery by a third party
would be your exclusive responsibility.

(ii) Pseudonym. The choice of your Pseudonym is subject to compliance with
the Conditions of Use of the Service. (link to the conditions of use).

(iii) E-mail address correctly created. It shall be used by Monte Cristo
Multimédia to confirm the creation of your User Account and to
communicate with You.

(iv) The country from which you use the Game. This information shall be used
to optimise Monte Cristo Multimédia communication with You.

(v) The language that you wish to use (among those that are proposed to you
by Monte Cristo Multimédia). This information determines the language
of the interface of the Game.

(vi) The CD Key of your copy of the Game. This information allows Monte
Cristo Multimédia to ensure that your have purchased the Game legally.

(vii) A security code. This code allows Monte Cristo Multimédia to ensure
that the User is not a robot.

Once the registration form has been approved by the User, the User Account is
created.

Monte Cristo Multimédia sends You by e-mail as soon as possible and, whatever
the case, within five days following your registration, an acknowledgement of
receipt conforming the creation of your User Account.

You can then access the Game, by connecting yourself by means of your
Identifier and your Password.

The User can then create his avatar.

5. LIABILITY AND WARRANTIES

5.1 Liability and warranties of Monte Cristo Multimédia

Monte Cristo Multimédia does not warrant that the Game shall be free from
anomalies, errors or bugs or that the latter can be corrected or that the Game
shall function without interruption or breakdowns or that it is compatible with
equipment or a specific configuration other than that expressly stipulated by
Monte Cristo Multimédia.

Monte Cristo Multimédia is in no event liable for dysfunctions attributable to
the software of third parties.

The content of the communications between users of the Game, through User
Accounts, avatars or the private e-mail service is the responsibility of its
author. Monte Cristo Multimédia, in its capacity as host, cannot be held liable
for the content of these communications if it is offensive, forged, indecent,
inappropriate or, more generally, illegal in any way whatsoever.

If You are the victim or witness of remarks that are offensive, forged,
indecent, inappropriate or, more generally, illegal in any way whatsoever,
transmitted by means of the Game and/or of the Service, please notify Monte
Cristo Multimédia thereof at the following address : abuse@citiesxl.com.

Monte Cristo Multimédia shall not be liable in any event for any type of
indirect damage, foreseeable or unforeseeable, tangible or intangible
(including notably loss of profits or opportunity cost) arising from the
possession, use, dysfunction of the Game and/or of its Documentation or from
the total or partial impossibility of using the Game.

Whatever the case, the liability of Monte Cristo Multimédia cannot be involved
for an amount in excess of the price paid by the User to purchase the license
to use the Game.

5.2 Liability and warranties of the User

The Game can be used online with a connection with others Users. The obtaining
of a connection to the internet and the expenses relating thereto are incumbent
on the User. Monte Cristo Multimédia tries to provide You with constant access
to the Game and to your User Account. However, Monte Cristo Multimédia reserves
the right to temporarily suspend this access for reasons of maintenance, tests,
replacement and repair.

The online access shall no longer be available when the Game is no longer
published. Monte Cristo Multimédia shall inform You three months in advance of
its decision to no longer publish the Game or to entrust the hosting thereof to
a third party.

You undertake not to use the Game illegally, for fraudulent purposes or for an
illegal activity, notably :

(i) to send, use, import or export files, content or remarks that are
illegal, offensive, indecent, abusive, defamatory, obscene, threatening
or involving intellectual property rights, rights of personal portrayal
or to the image of a third party,

(ii) to send or use a computer virus, political opinions, advertisements or
chain letters,
(iii) to proceed with the mass sending of content or letters that are
unsolicited and, more generally, to proceed with any form of spamming,
(iv) to disturb or threaten the other Users.

The Game provides you with a powerful graphics system allowing the creation of
your avatar. By using this system, You undertake not to create an avatar that
may harm the image, honour or reputation of a third party.

Similarly, You are forbidden to import any file and/or formulation intended to
be shown on your avatar that may infringe the intellectual property rights,
right to the image, of personal portrayal or private rights of a third party
that may contain, in any way whatsoever, a message that is abusive, defamatory,
denigrating, pornographic or paedo-pornographic or that may, more generally, be
illegal in any way whatsoever.

6. MODIFICATION OF THE AGREEMENT

Monte Cristo Multimédia can modify the terms of this License Agreement and
shall make new versions available online on the site www.citiesxl.com. These
modifications shall be notified to you by any means at the discretion of Monte
Cristo Multimédia (for example, by e-mail, posted letter or pop-up). The User
must accept this modified License Agreement before any further use of the Game.
If you do not accept the modifications, you can terminate this agreement in
accordance with Article 3.3.

7. PERSONAL DATA

The information that You submit on the registration form to Monte Cristo
Multimédia allows the processing and providing of your access to the Game.

It also allows Monte Cristo Multimédia to manage its information letter.

In accordance with Article 32 of the “IT and Rights” Law of 6 January 1978,
Monte Cristo Multimédia informs You about the use that is made of the personal
data gathered within the framework of the Orders concerning you.

For this purpose, Cristo Multimédia makes available to you permanently a
“Confidentiality Charter”, accessible by a hypertext link at the bottom of all
of the pages of the site http://www.citiesxl.com.

For further details, please take not of this Confidentiality Charter.

8. GENERAL PROVISIONS

The fact that Monte Cristo Multimédia does not claim the benefit, at any time,
of one of the provisions of this License Agreement cannot be interpreted as a
waiver by Monte Cristo Multimédia of the right to claim the benefit thereof
subsequently.

In the event where one of the provisions of the License Agreement should be
declared null and void or invalid, it would be deemed to be non-existent,
without this affecting the validity of the other provisions, except if the
provision declared null and void or invalid is essential and determining.

Any event of force majeure making the performance of the License Agreement
impossible, including the interruption of the means of telecommunications,
extinguish the obligations incumbent on Monte Cristo Multimédia affected by the
event of force majeure. The Services not performed because of an event of force
majeure give rise to reimbursement. However, this breach cannot give rise to
any damages.

9. GOVERNING LAW AND COMPETENT JURISDICTION

This License Agreement that You are concluding with Monte Cristo Multimédia is
governed by French law.

Any dispute concerning its interpretation and/or its performance will be
submitted to French Courts.

***

© 2009, Monte Cristo Multimédia. All rights reserved. Cities XL is a trademark
registered in France and/or other countries. All rights reserved.