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TABLE OF CONTENTS Installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Configuration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Default Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Gameplay and HUD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Main Menu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Single Player . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Rag Doll Mini-Games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8 Multiplayer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
2006 Empire Interactive Europe Ltd. Game concept and development by Bugbear Entertainment Ltd. FlatOut, Empire and the E logo are either trademarks or registered trademarks of Empire Interactive Europe Ltd. in the UK/Europe and/or other countries. Distributed by Vivendi Universal Games, Inc. Vivendi Universal Games and the Vivendi Universal Games logo are trademarks of Vivendi Universal Games, Inc. Windows and DirectX are either registered trademarks or trademarks of Microsoft Corporation in the U.S. and/or other countries and are used under license from Microsoft. Pentium is a registered trademark of Intel Corporation. NVIDIA, the NVIDIA Logo, GeForce and The Way Its Meant to be Played Logo are registered trademarks and/or trademarks of NVIDIA Corporation in the United States and other countries. AMD is a trademark of Advanced Micro Devices, Inc. All other trademarks are property of their respective owners.

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INSTALLATION
To play FLATOUT 2, the game must be installed on your PC. Please ensure you have at least 3.5GB of free space on your Hard Drive before attempting to install. 1. 2. 3. Insert the FLATOUT 2 Disc into your CD-ROM drive. After a few seconds the FlatOut Launch Menu should appear. If no menu appears please proceed to step 2, otherwise skip to step 3. On the Windows Desktop, double Click on the My Computer icon. Double Click on the CD-ROM drive (typically this will be the D: drive), then double click on the Launch.exe file. Click on Install Game and follow the on-screen instructions to complete installation.

DEFAULT CONTROLS
All menus within FLATOUT 2 are navigated in the same way. Use the cursor keys to highlight a menu item and press the Enter key to select an option. Press the Esc key to go back to the previous menu screen. Use the cursor keys to cycle through choices or move sliders. COMMAND Left/Right Cursor Enter Down Cursor MENUS Navigate Menu Options Select Menu Option Go Back a screen IN-GAME Steer Left / Right / *Aftertouch Accelerate Brake (Hold for Reverse) Handbrake Reset Car FlatOut Nitro Boost / *Driver Launch Look Behind Toggle Players List Pause / Pause Menu Change Camera

CONFIGURATION
The Configuration Program allows you to change certain hardware settings to optimise your playing experience. The options available are as follows:

Space Bar R CTRL PAGE DOWN L ESC C

VIDEO
Render Device: If you have more than one graphic card installed in your machine, select the preferred card from this menu. Display Mode: Select the resolution and color depth. E.g. 1024x768 (Resolution) x32 (Color Depth). Anisotrophy: Set the level of Anisotrophy to improve the texture quality of the game. Antialiasing: Set the level of antialiasing to reduce the amount of jagged edges seen in game. Refresh Rate: Set the refresh rate you want the game to be played in. Triple Buffer: Enable the Triple Buffer to improve the performance of the game if you have enough memory on your video card. Post-Processing: Turns on motion blur and bloom lighting for improved visuals.

*Rag Doll mini-games only Key commands can be redefined in the controls menu. Game controllers can also be set-up and configured here.

AUDIO
Sound Output: Select your preferred sound output. Speaker Type: Select which speaker type best describes your set-up. Mixing Rate: Select the audio quality. Sound Driver: Select which Sound Driver you wish to use. Hardware 3D: Enable or Disable Hardware 3D sound if your sound card supports it. NOTE: Most of these settings, if increased or turned on will put more demands on your CPU, RAM and Graphics Card. If you experience performance issues during game play, try adjusting these settings until you find a good balance between visual quality and performance.

GAMEPLAY AND HUD

SINGLE PLAYER
AI DAMAGE BAR
The AI Damage Bar represents the AI's health. The closest car to you is shown in the bottom left of the HUD. If there are no cars within a certain radius, the bar will not be displayed.

CAREER MODE
Compete in multiple cups spread over 3 classes to become the ultimate FlatOut champion. You start your career with 5,000 Credits (CR) and an empty garage. Earn points and money by winning cups to buy new cars and upgrade your existing collection!

PLAYERS POSITION LIST

You can opt to show the complete grid of players at all times in the HUD. By default, this is turned OFF. The list updates in real-time and also shows when cars have been knocked out of the race (total damage). The list can be toggled ON or OFF by pressing the L key.

CLASSES
The career is split into 3 main classes, Derby Class, Race Class and Street Class and each class is split into 3 levels. Level 1 of the Derby Class is where you begin your career. The classes are named according to the cars that are available. Derby cars are custom-built old bangers salvaged from the scrap yard but with reinforced roll cages and strengthened bodywork, making them ideal for Destruction Derby events. Race cars are built for speed and performance but offer functionality over style. Race cars arent as robust as the Derby cars, but what they lack in strength, they make up for in performance. Street cars are the fastest cars in FlatOut 2 and offer killer performance and showroom style! Once you have earned enough money, you are able to buy a car from any class and compete in it.

NITRO
There are three primary ways to gain nitro. Crashing into opponent cars, taking jumps and crashing into objects all generate nitro. However, nitro is only given the first time you hit an object (if another car hits the object first, you will not gain nitro from hitting it after). Nitro is also given if your driver crashes through the windscreen! The Nitro Meter shows how much nitro you currently have available. Press and hold down the CTRL key to use the nitro.

RESET
If you flip your car, crash, come off the track or your driver crashes through the windscreen, press the R key to reset your car back on the track. Resetting will put you back on track with a rolling start; you will also be invulnerable to opponent cars and objects for a few seconds.

MAIN MENU
Press the Enter key from the title screen to access the Player Profile screen.

PLAYER PROFILE
The first screen you will be presented with is the Player Profile screen. From here, you will be able to create a new profile, continue with a saved profile or delete an existing profile. Your profile contains all the information about your Career progress, game settings and game statistics. Up to 8 profiles can be created, so that multiple players can experience and play through the Single Player game without affecting someone else's game. After the Player Profile screen, you will be taken to the Main Menu. From here, you will be able to choose between Single Player, Multi player, Options and Extras.

CAR SHOP
You will be taken directly to the Car Shop upon entering a class for the first time. A small selection of cars are available, with more cars becoming available as you progress through the class. Every car handles slightly differently and exhibits different characteristics. These are shown via the statistics bars, however, to really get an idea of how a car performs and handles, you can try before you buy. Press the up or down Cursor keys to change the colour pattern of the selected car.

Bonus events are unlocked by completing the standard race cups. Bonus events consist of Rag Doll mini-games, Destruction Derby events and special race tracks. These events are voluntary and do not have to be completed to progress through the career mode. They can be used to earn more money for buying and upgrading cars.

RACE RESULTS CAREER HOME SCREEN

This is the main hub of the career. You can access the Cup Selection screen, Garage, Car Shop, Upgrade Shop and view your career progress from here. At the end of a race, you will be presented with the Race Results. This screen shows your final position and the final position of the other vehicles, including best and total lap times. You can choose to watch the replay, retry the race or exit to menu. Selecting replay will give you the following options.

Exit

Restart

Pause

Fast Forward

Slow Motion

RACE SUMMARY
The Race Summary screen shows your position in the race, Cup points awarded and any Bonus Credits achieved. Bonus Credits are based on certain crashes and scenarios within the race. They are as follows:
Crash Scenario # Slam Description Small crash Medium crash Flipping another car Big crash Causing a driver ejection Destroying another car

CUPS
Every class has a number of cups that must be completed to progress. Cups consist of a series of 2-6 races, depending on the cup. Points are awarded at the end of each race as follows: 1st 2nd 3rd 4th 10 points 8 points 6 points 5 points 5th 6th 7th 8th 4 points 3 points 2 points 1 point

## Power Hit ## Super Flip ### Blast Out #### Crash Out ##### Wrecked

TOP DRIVERS
Further bonuses are awarded for the Top Drivers in a race. The bonuses are as follows: Best Wrecker player who caused the most car-to-car damage Blast Master player who dealt out the heaviest hits Fastest Lap player with the fastest lap time Bulldozer player who caused the most scenery damage

To complete a cup, you must place in the top 3 positions at the end of the cup. Money is awarded for these 3 positions, as shown on the Cup Selection screen when you highlight a Cup. Cups can be attempted in any order, however, each cup has to be completed to progress to the next stage.

GARAGE
Every car you buy goes into your garage. You can own multiple cars from multiple classes. You can change your car selection or sell your car from here.

MULTIPLAYER
PARTY MODE
Select Party Mode to play the Rag Doll mini-games with 1-8 players. You only need one controller for this mode since players compete in turns. Add the amount of players you want to compete. You will be asked to enter the name of Player 1 via the on-screen keyboard. Player 1 then gets to choose their car. Once selected, players 2-8 do the same until everyone has entered their name and chosen a car. The rules for each event are the same as the Single Player game, only this time you are competing against other people!

UPGRADE SHOP
The Upgrade Shop allows you to upgrade 6 main areas of your car, BODY, ENGINE, EXHAUST, GEAR-BOX, SUSPENSION and TIRES & BRAKES. Each category contains various upgrades. Highlighting an upgrade shows what effect the upgrade will have on your car via the stats bars.

SINGLE RACE
The Single Race mode allows you to play a one-off race against the computer characters. Select the environment and track you wish to race on and select your car. Extra tracks and cars become available by unlocking them through the career mode.

SINGLE STUNT
The Single Stunt mode allows you to play a one-off Rag Doll mini-game against the computer characters. Select the game you wish to play and select your car. Extra games become available by unlocking them through the career mode.

ONLINE
Compete against up to seven other Online players in Race, Destruction Derby or Rag Doll Game modes. Select Online from the Multiplayer Menu. NOTE: A high speed broadband (512kbs minimum) Internet connection is required to play FLATOUT 2 online. Please refer to the readme file for additional support and troubleshooting. QUICK RACE Select Quick Race to search the Internet for any available games. No game preferences are taken into account. You will automatically join the first available game. FIND GAMES Find Games allows you to search for a specific game using the on-screen options. This search will find games that are either in the Lobby or in progress. You can join a game that is already in progress and wait in the Lobby until the other players return. CREATE GAME You can host your own game using the on-screen options. Once you have created a game, you will be taken to the lobby. LOBBY You will reach the Lobby after you have either created a game or just joined a game. Select Change Car to change the default car selection. The choice of cars will be dictated through the settings the host has chosen. The Host can change the Game Type, Game Mode, Track Type, Track and Laps by selecting Build Event from the options. The Lobby shows the names of all the players connected, which car they have selected and the cars upgrade level. Each player has to select Ready from the menu to show the host they are ready to start playing. When a player is ready, a tick will appear next to their name. Once everyone is ready, it is up to the Host to start the race by selecting Start Race.

SINGLE EVENT
The Single Event mode consists of Destruction Derby Arenas, bonus Dirt Tracks and Ovals. Extra events become available by unlocking them through the career mode.

SINGLE DERBY
The Destruction Derby Arenas are contained arenas where the player has to survive against the other opponent cars. Anything goes in this mode, and it's survival of the fittest. Use your car as a weapon to destroy the other competitors. Last car standing is the winner.

RAG DOLL MINI-GAMES

INTRODUCTION
Hurl your driver through the windscreen in one of twelve sadistic mini-games across two different arenas. Earn points to become the ultimate Rag Doll Champion.

LAUNCH, AEROBATICS & NUDGE

Use your car to aim in the general direction you want your driver to launch. When you reach the launch area, press and hold down the CTRL key. This will cause the action to slow down while the angle meter increases. Release the key to set the angle of launch. After launch, you will have additional control over your driver Aerobatics & Nudge. Use the Cursor keys (left, right, up, down) to steer your driver in the desired direction. This additional control should be used to fine-tune your launch. Use the CTRL key to exert a small upward force on your driver, Nudge. This move can only be used once per launch.

LAN
Compete against up to seven other Local players in Race, Destruction Derby or Rag Doll Game modes. Select LAN from the Multiplayer Menu. The options for LAN play are the same as online, except there is no Quick Race option. Please refer to the online section for details of how to set-up and play a LAN game.

OPTIONS
GAME OPTIONS
Meters KPH/MPH Changes the speedometer reading to either KPH or MPH Show Race Map ON/OFF Turns the mini-map either ON or OFF Show Bonuses ON/OFF Turns the bonus feedback text either ON or OFF Show Introductions ON/OFF Turns the Rag Doll Stunt Introduction videos either ON or OFF Texture Quality Increase or Decrease the texture quality View Distance Increase or decrease the View Distance.

CREDITS
BUGBEAR ENTERTAINMENT
Executive Producer Janne Alanenp Producers Jan Hagelberg Associate Producer Jani Pjrvi Business Development Director Jussi Laakkonen Studio Manager Mika Zeng Lead Designer Janne Alanenp Game Designers Reko Nokkanen, Juho Kontio, Danny Rawles - Empire Interactive Technical Director Tatu Blomberg Programmers Jalmari Hrm, Tero Kuparinen, Timo Kmrinen, Panu Liukkonen, Pasi Matilainen, Pauli Merilinen, Timo Saarinen, Mikko Sivulainen, Fred Sundvik Lead Artist Mikko Kautto Lead Car Artist Niko Miettinen Artists Mikael Achrn, Tero Antinkaapo, Kari Huttunen, Petteri Huttunen, Jarkko Jrvinen, Juha Kauppinen, Jani Kontkanen, Pauli Kosonen, Juha Kmrinen, Ilari Lehtinen, Hannu Leskinen, Tomi Linja-aho, Jukka Merikanto, Joonas Mkil, Piia Pakarinen, Teemu Rajala, Sami Rih, Pekka Suutari, Markus Tuppurainen, Panu Uomala, Heikki Vehmas Character Design Ringtail Studios Ltd. Jan Hagelberg, Mikael Achrn, Danny Rawles - Empire Interactive Additional art provided by Ringtail Studios Ltd. Video Director Jan Hagelberg Video Post Production Generator Post Ltd. Producer - Petri Riikonen Offline edit - Jyrki Kernen Online edit - Jari Hakala Audio design - Miska Sepp Additional Video Editing Eki Halkka Video Capturing Petri Alanenp, Stefan Rimaila, Markus Rty Sound Design Greg Hill - Soundwave Concepts Pauli Merilinen QA Trainee Antti Wilenius Tools FMOD Sound System Firelight Technologies Pty, Ltd., 1994-2005 sPVS Visibility Optimization library Copyright Hybrid Graphics, Ltd. Lua 5.1 Copyright 19942006 Lua.org, PUC-Rio. Hyperfocal Skies Copyright Hyperfocal Design Pty Ltd.

EMPIRE INTERACTIVE
Producer Danny Rawles Executive Producer Steve Hickman QA Manager Dave Cleaveley Assistant QA Manager Steve Frazer Lead QA Technician Wayne P Gardner QA Team James Davis, James Knight, Phil Octave, Kyle Brewer, James Nicholas, Gavin Clark, Richard Hughes, Chris Dolman, RelQ Software Pvt. Ltd. Additional Art & Character Design Ben Willsher Marketing Manager Rob Noble, Paul Benjamin PR Simon Callaghan Laura Weir - Bender/Helper Impact Operations Manager Tony Bond Packaging, Manual & Localisation Jayshree Mistry, Nicole Smith, Andrew Philp Empire Interactive USA Jimmy Lamorticelli, Tadasu Hasegawa Special Thanks to Roger Cheung, David Pringle, Tristram Defries, Andy Ericson, Ben Wilkins and Florence Kum.

SOUND OPTIONS
SFX Volume 0-100% Adjust the in game SFX volume Music Volume 0-100% Adjust the menu music volume

CONTROLLER OPTIONS
Force Feedback ON/OFF Turns the Force Feedback function either ON or OFF if your controller supports it. Force Level Adjust the Force Feedback strength. Sensitivity Adjust the sensitivity of any analogue controls connected Dead Zone Adjust the Dead Zone of any analogue controls connected Controller Select your preferred controller Configure Controls Redefine any game commands for your preferred controller

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VU GAMES CUSTOMER SUPPORT CAN BE REACHED IN THE FOLLOWING WAYS:

Technical Support
Phone: (800) 630-0811 10:00 AM-8:00 PM EST

LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING END USER LICENSE AGREEMENT BEFORE INSTALLING THIS SOFTWARE PROGRAM. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE UNUSED SOFTWARE PROGRAM TO THE PLACE OF PURCHASE OR CONTACT SIERRA ENTERTAINMENT, INC. CUSTOMER SERVICE AT (800) 757-7707 FOR A FULL REFUND OF THE PURCHASE PRICE WITHIN 30 DAYS OF THE ORIGINAL PURCHASE.
This software program and any files that are provided by Empire Interactive Europe Limited, its subsidiaries, licensors and/or its suppliers (Licensor). to you by on-line transmission or otherwise to patch, update, or modify the software program, inclusive of New Materials as defined in Section 1 below, as well as any printed materials, on-line or electronic documentation, and any and all copies and derivative works of such software program and materials (collectively, the Program) are the copyrighted work of Empire Interactive Europe Limited and/or, its licensors, licensees and suppliers (collectively referred to herein as Licensor). All use of the Program is governed by the terms of the End User License Agreement which is provided below ("License Agreement"). The Program is solely for use by end users according to the terms of the License Agreement. Any use, reproduction or redistribution of the Program not in accordance with the terms of the License Agreement is expressly prohibited.

Customer Service
Phone: (800) 757-7707 10:00 AM-8:00 PM EST Online Support: http://support.vugames.com Mail VU Games 4247 South Minnewawa Avenue Fresno, CA 93725

END USER LICENSE AGREEMENT

1. Limited Use License. Licensor hereby grants, and by installing the Program you thereby accept, a limited, nonexclusive license and right to install and use one (1) copy of the Program for your use on a home, business or portable computer. In addition, The Program has a multi-player capability that allows users to utilize the Program over the Internet via a gaming network designated by Licensor (an On-line Provider). Use of the Program over the Internet may be subject to your acceptance of the On-Line Providers Terms of Use Agreement, which may be updated or modified at any time. The Program may also contain a Campaign Editor (the "Editor") that allows you to create custom levels or other materials for your personal use in connection with the Program ("New Materials"). All use of the Editor or any New Materials is subject to this License Agreement. The Program is licensed, not sold. Your license confers no title or ownership in the Program. 2. Ownership. All title, ownership rights and intellectual property rights in and to the Program and any and all copies thereof (including but not limited to any titles, computer code, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, and "applets" incorporated into the Program) are owned by Licensor or its licensors. The Program is protected by the English copyright laws, international copyright treaties and conventions and any other applicable laws. All rights are reserved. The Program contains certain licensed materials and Licensors licensors may protect their rights in the event of any violation of this Agreement. The Program may access websites owned, controlled by, or operated by licensed affiliates of Licensor, and receive patches and/or updates to the Program from these websites. All patches, updates or other downloadable material used by, or incorporated into, the Program are the copyrighted property of Licensor, who reserves all rights therein, and shall be governed by the terms and conditions of this Agreement. 3. Responsibilities of End User. A. Subject to the Grant of License hereinabove, you may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, create derivative works based on the Program, or remove any proprietary notices or labels on the Program without the prior consent, in writing, of Licensor. B. The Program is licensed to you as a single product. Its component parts may not be separated for use on more than one computer. C. You are entitled to use the Program for your own use, but you are not entitled to:

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(i) sell, grant a security interest in or transfer reproductions of the Program to other parties in any way, nor to rent, lease or license the Program to others without the prior written consent of Licensor. (ii) exploit the Program or any of its parts for any commercial purpose including, but not limited to, use at a cyber caf, computer gaming center or any other location-based site. Licensor may offer a separate Site License Agreement to permit you to make the Program available for commercial use; contact Licensor for details; (iii) use or allow third parties to use New Materials for any commercial purpose, including, but not limited to distribution of such New Materials on a stand-alone basis, and/or packaged with other software or hardware through any and all distribution channels, including, but not limited to, retail sales and on-line electronic distribution, without the express written consent of Licensor; (iv) host or provide matchmaking services for the Program or emulate or redirect the communication protocols used by Licensor in the network feature of the Program, through protocol emulation, tunneling, modifying or adding components to the Program, use of a utility program or any other techniques now known or hereafter developed, for any purpose including, but not limited to network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks without the prior written consent of Licensor; (v) create or maintain, under any circumstance, more than one simultaneous connection to any hosting service utilized for on-line play. All such connections, whether created by the Program or by other tools and utilities, may only be made through methods and means expressly approved by Licensor. Under no circumstances may you connect, or create tools that allow you to connect to either Licensors, or an On-Line Providers, private binary interface or interfaces other than those explicitly provided by Licensor, or an On-Line Provider, for public use. Program Transfer. You may permanently transfer all of your rights under this License Agreement, provided the recipient agrees to the terms of this License Agreement and you agree to remove the Program and any New Materials from your home, business or portable computer. Termination. This License Agreement is effective until terminated. You may terminate the License Agreement at any time by destroying the Program and any New Materials. Licensor may, at its discretion, terminate this License Agreement in the event that you fail to comply with the terms and conditions contained herein. In such event, you must immediately destroy the Program and any New Materials. Export Controls. The Program may not be re-exported, downloaded or otherwise exported into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Departments list of Specially Designated Nationals or the U.S. Commerce Departments Table of Denial Orders. By installing the Program, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. Customer Service/Technical Support. "Customer Service" as used herein may be provided to you by Licensors representatives by telephone and/or by electronic message (e-mail). "Technical Support" may be provided to you by Licensor by telephone, electronic message (e-mail), or by posting of information related to known technical support issues on a web site. Unless otherwise stated in the Program's packaging or in the Program's user manual, nothing herein shall be construed so as to place a duty upon Licensor to provide Customer Service or Technical Support via a toll-free telephone number for an unlimited period of time. Duration of the On-Line Component of the Program. This Program contains an on-line component that allows you to utilize the Product over the Internet utilizing servers and software maintained by Licensor and/or its affiliates. Licensor may, in its sole discretion, provide the servers and software technology necessary to utilize the on-line component of the Program, or Licensor may license to third parties the right to provide the servers and software technology necessary to utilize the on-line component of the Program. 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The entire risk arising out of use or performance of the Program, any New Materials and Manual(s) remains with the User, however Licensor warrants up to and including 90 days from the date of your purchase of the Program that the media containing the Program shall be free from defects in material and workmanship. In the event that the media proves to be defective during that time period, and upon presentation to Licensor of proof of purchase of the defective Program, Licensor will at its option 1) correct any defect,

2) provide you with a product of equal or lesser value, or 3) refund your money. Some states do not allow the exclusion or limitation of implied warranties or liability for incidental damages, so the above limitations may not apply to you. 10. Limitation of Liability. NEITHER LICENSOR, ITS PARENT, SUBSIDIARIES, ITS LICENSORS OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF THE PROGRAM AND ANY NEW MATERIAL OR AN ON-LINE PROVIDER AUTHORIZED BY LICENSOR, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED. FURTHER, EACH OF LICENSOR, ITS PARENT AND THE ON-LINE PROVIDER SHALL NOT BE LIABLE IN ANY WAY FOR THE LOSS OR DAMAGE TO PLAYER CHARACTERS, ACCOUNTS, STATISTICS OR USER PROFILE INFORMATION STORED ON AN AUTHORIZED ON-LINE GAME PROVIDER. EACH OF LICENSOR, ITS PARENT, AND THE ON-LINE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE ON OTHER ON-LINE PROVIDERS AUTHORIZED BY LICENSOR INCLUDING, BUT NOT LIMITED TO, ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. Some states do not allow the exclusion or limitation of incidental or consequential damages, or allow limitations on how long an implied warranty lasts, so the above limitations may not apply. 11. Equitable Remedies. You hereby agree that Licensor would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore you agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as Licensor may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys fees and other expenses incurred by such prevailing party in the litigation. 12. Limitations on License. Nothing in this License Agreement shall preclude you from making or authorizing the making of another copy or adaptation of the Program and any New Materials provided, however, that (1) such new copy or adaptation is created as an essential step in your utilization of the Program and any New Materials in accordance with the terms of this License Agreement and for NO OTHER PURPOSE; or (2) such new copy or adaptation is for archival purposes ONLY and all archival copies are destroyed in the event of your Transfer of the Program and any New Materials, the Termination of this Agreement or other circumstances under which your continued use of the Program and any New Materials ceases to be rightful. 13. Miscellaneous. The License shall be deemed to have been made and executed in England, and any dispute arising hereunder shall be resolved in accordance with English law. This License may be amended, altered or modified only by an instrument in writing, specifying such amendment, alteration or modification, executed by both parties. In the event that any provision of this License shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this License shall remain in full force and effect. This License constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. The terms and conditions of a paper printed license eventually accompanying the Program prevail on any terms and condition of a license eventually included in the Program and that could appear on screen. You hereby acknowledge that you have read and understand the foregoing License and agree that the action of installing the Program is an acknowledgement of your agreement to be bound by the terms and conditions of the License contained herein. You also acknowledge and agree that this License is the complete and exclusive statement of the agreement between the Licensor and you and that the License supersedes any prior or contemporaneous agreement, either oral or written, and any other communications between the Licensor and you including any inconsistent written license agreement or on-line help accompanying the Program.