Virtual Currency/Content Terms

These Virtual Currency/Content Terms were last modified on June 22, 2011 and are effective immediately.

VIRTUAL CURRENCY/CONTENT TERMS

PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY DESCRIBE THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF VIRTUAL CURRENCIES, PRODUCTS AND SERVICES ACCESSIBLE FROM THE SITE.

These terms and conditions (the “Virtual Currency/Content Terms”) govern your acquisition and use of (a) Virtual Currency (as defined below), including “DL Tokens,” (b) Experience Points (as defined below), including “DL Points” and (c) Virtual Content (as defined below) (collectively (a)-(c), the “Virtual Materials”), in each case, made available through, and solely in connection with, the Site (including any subpage thereof and any webpage accessible from such subpage (whether by link or pop-up that has the top-level domain of downelink.com)) as set forth herein.

The Virtual Currency/Content Terms are Additional Terms to the Terms of Use Agreement for downelink.com (the "Site Terms of Use") and thus are incorporated into and form a part of the Site Terms of Use (which can be read at http://www.downelink.com/info/terms.aspx). For the avoidance of doubt, references below to the Site Terms of Use shall include these Virtual Currency/Content Terms. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Site Terms of Use.

To purchase, acquire or use any Virtual Material you must be (a) a registered user of the Site and comply with the Site Terms of Use (including these Virtual Currency/Content Terms) and (b) 18 years of age or older and otherwise meet all the other eligibility requirements set forth in the Site Terms of Use. If you are not yet 18 years old, please discontinue using the Site and any Virtual Materials immediately, or if for any reason, you do not agree with all of the terms and conditions contained in the Site Terms of Use, please discontinue using the Site and any Virtual Materials immediately because by using or attempting to use the Site and any Virtual Materials, you certify that you are at least 18 years of age and meet any other eligibility and residency requirements of the Site.

1. MODIFICATIONS

As with the Site Terms of Use generally, we reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms and conditions of these Virtual Currency/Content Terms. We will post or display notices of material changes on the Site and/or e-mail you or notify you upon login about these changes; the form of notice is at our discretion. Once we post them on the Site, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review the terms and conditions of these Virtual Currency/Content Terms regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.

2. LICENSE TO VIRTUAL MATERIALS

A. Virtual Currency.

MTVN will create from time to time one or more fictional virtual currencies which will be branded by MTVN (currently “DL Tokens” available within the Site) and, subject to these Virtual Currency/Goods Terms (including Section 3 below), made available through, and used solely in connection with, the Site (each such fictional virtual currency, a “Virtual Currency”) to purchase or redeem various goods and services expressly made available by or on behalf of MTVN and/or its Advertisers, sponsors, business and promotional partners and suppliers or other Site users in connection with the Site (including virtual goods and services made available for use solely within the Site (“Virtual Content”)) (collectively, “Goods”).

Subject to your agreement and compliance with the Site Terms of Use, in connection with the purchase and/or other acquisition of any Virtual Currency, we (and our applicable operational service providers and/or licensors) grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to use the applicable Virtual Currency solely and exclusively to acquire or access Goods that we expressly make available for use with such applicable Virtual Currency for your personal non-commercial use within the Site.

B. Experience Points

MTVN will create from time to time one or more “experience points” (currently referred to in the Site as “DL Points”), which are points that, subject to these Virtual Currency/Goods Terms (including Section 3 below), a user may be awarded or obtain by performing various activities within the Site from time to time and may be used by such user solely in connection with the Site (“Experience Points”). As a user continues to interact with certain functionality and activities included in the Site (including, without limitation, inviting friends to join the Site, viewing and rating videos, etc.), such user may earn Experience Points as determined by MTVN in its sole discretion. MTVN may notify users of activities in the Site that will earn Experience Points. Upon accumulating certain levels of aggregate amounts of Experience Points (as determined by MTVN in its sole discretion), a user may move one or more levels up in the Site and/or have access to additional features and functionality in the Site (for example, as a user levels up, certain Virtual Content may be unlocked and thus available for redemption using Experience Points or purchase using Virtual Currency or other payment instruments pursuant to Section 3 below) and may receive Virtual Currency and/or Goods as designated by MTVN in its sole discretion. We may charge fees for your right to obtain Experience Points or may distribute Experience Points without charge, in our sole discretion.

Subject to your agreement and compliance with the Site Terms of Use, in connection with the acquisition of any Experience Points, we (and our applicable operational service providers and/or licensors) grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to use the applicable Experience Points solely and exclusively to access Virtual Content or other goods and services that we expressly make available for use with such applicable Virtual Currency for your personal non-commercial use within the Site.

C. Virtual Content

MTVN will create from time to time Virtual Content (e.g., badges, gifts, level keys, etc.) to be made available for your personal non-commercial use solely within the Site, which may be awarded to you or may be acquired via redemption of Virtual Currency or Experience Points subject to these Virtual Currency/Content Terms and any other terms and conditions included in the Site.

Subject to your agreement and compliance with the Site Terms of Use, in connection with the purchase and/or other acquisition and use of any Virtual Content, we (and our applicable operational service providers and/or licensors) grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to use the applicable Virtual Content solely and exclusively within the Site for your personal non-commercial use.

D. Ownership of Virtual Materials; General Terms

The foregoing rights in and to the applicable Virtual Materials are the only rights granted to you in connection with the Site Terms of Use (including these Virtual Currency/Content Terms), and any and all rights not expressly granted to you by the licenses described above are expressly and fully reserved by us and/or our licensors. You acknowledge that, regardless of the use of terms such as “buy” or “purchase,” you do not acquire any ownership rights in or to the Virtual Materials, and each of the Virtual Materials is considered Material pursuant to the terms and conditions of the Site Terms of Use. Once you acquire a license to any Virtual Materials, they cannot be transferred to another account except through the gifting functionality made available within the Site in certain instances. We may cancel any Virtual Materials transferred, assigned or sold in violation of these Virtual Currency/Content Terms.

Virtual Materials have no monetary or cash value and do not constitute currency or property of any type. Virtual Currency and Experience Points may be redeemed for Goods only, and Virtual Materials cannot be sold or transferred, or exchanged for “real world” money, cash or for any other goods or services. We may restrict, regulate, control, modify and/or eliminate your ability to obtain, redeem (as applicable) and/or use Virtual Materials at any time, in our sole discretion, and we shall have no liability to you or any third party in connection therewith.

In addition, we reserve the right, in our sole discretion, to create, cancel or otherwise modify any Virtual Materials or any rule or policy related thereto (including, without limitation, (a) determination of the user activities to earn Experience Points and the amount of Experience Points earned in connection with each such activity, (b) determination of prices for any redemptions of Virtual Currency or Experience Points for Goods, (c) establish that a specific Virtual Material is only for use in a particular application or environment within the Site, (d) establish a rule that any Virtual Currency and/or Experience Points will expire after a certain specified period from purchase or acquisition, and (e) establish a rule that a user’s account which remains inactive for a certain specified period of time will lose access to Virtual Materials acquired by such user), and we will reasonably endeavor to provide notice of any such modifications of rules or policies. Any such additional rules or policies may be included elsewhere within the Site and shall be deemed incorporated herein. We may charge fees for your right to obtain and/or use Virtual Materials or may distribute Virtual Materials without charge, in our sole discretion.

Your license to use Virtual Materials is contingent upon you obeying the Site Terms of Use. We, in our absolute discretion, will determine whether you are obeying the Site Terms of Use. If you violate the Site Terms of Use, your right to Virtual Materials in your Site account may be terminated at our absolute discretion. We have no obligation or responsibility to and will not reimburse you for any Virtual Materials foregone or lost due to your violations of the Site Terms of Use and any other MTVN rules, policies, notices and/or agreements.

You understand and acknowledge the capacity of the Site and access to the Virtual Materials, in the aggregate and for each user, is limited and we make no representation or commitment with respect to the availability of any Virtual Materials in the future. Consequently, at any time and from time to time, you may not be able to access and/or use the Site (including, without limitation, access and use of the Virtual Materials and the ability to consummate any Purchases or Redemptions), and certain features and/or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that none of the Site, MTVN, the Parent Companies or their respective successors and assigns, or any of their subsidiaries, affiliates, or their respective officers, directors, employees, agents, licensors, representatives, operational service providers, Advertisers or suppliers assume any liability, responsibility or obligation to provide you with access to or use of the Site (including access and use of the Virtual Materials), or any component thereof including, without limitation, your ability to transmit, process, store, receive or deliver transactions (including Purchases and/or Redemptions), and you are hereby expressly advised not to rely upon the timeliness or performance of the Site for any reason.

3. PURCHASES/REDEMPTIONS

A. General

The Site may feature the ability for users to transact certain commerce functionality related to the use of the Site, including, without limitation, (i) to purchase (using a credit card or other payment instrument other than Virtual Currency) Virtual Currency which are solely redeemable for Goods that may be made available via the Site from time to time or Virtual Content (a “Purchase”), and (ii) to redeem Virtual Currency and/or Experience Points for Goods solely for your personal non-commercial use within the Site (a “Redemption”).

B. Account

In order to consummate any Purchase or Redemption, users will need to provide their user name and password for the Site (or a separate, additional password to be established by the user solely to consummate a Purchase or Redemption). As set forth in Section 1 of the Site Terms of Use, you will be required to establish and protect the confidentiality of your user account. Please read our Privacy Policy (accessible at http://www.downelink.com/info/privacy.aspx) which describes the Personal Information we collect, use, disclose, manage and store. Your user name and password are personal to you and you may not allow any others to use your user name and password under any circumstances. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password or otherwise access your account. You agree to notify us immediately if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns. You may deactivate your account in accordance with Section 13 of the Site Terms of Use.

We reserve the right to deny access, use and registration privileges to any user, including without limitation, the ability of a registered user to consummate a Purchase or Redemption, if we believe there is a question about the identity of the person trying to access the user’s account. And if the burden or expense of providing access to your Personal Information is disproportionate to the risks to your privacy, or if the legitimate rights of others would be violated, we may decide not to provide access to such information. In such cases, we will provide to you an explanation of why access cannot be provided and a contact person for further inquiries.

C. Additional Terms

Any Purchase and/or Redemption shall be subject to Section 6 of the Site Terms of Use (except as otherwise specifically set forth in these Virtual Currency/Goods Terms) and the following additional terms and conditions:

1) The Site utilizes third party operational service providers in connection with the actual payment processing for any Purchase (including the Purchase of DL Tokens). In such instances, the third party operational service provider will be the “seller of record” or “merchant of record” and your payment for any such Purchase will be handled directly with such third party. ALL SUCH PURCHASES ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTY OPERATIONAL SERVICE PROVIDER. See the terms of use (or other similar terms and conditions) located on the point-of-purchase webpage for such Purchases for more information about how such third party stores and collects Personal Information. We are not responsible and have no liability whatsoever in connection with the Personal Information provided by you to such third party operational service provider. We encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other Personal Information) you might be requested to give any such third party, and you irrevocably waive any claim against us with respect thereto. Customer service issues related to any Purchases should be directed to the relevant third party operational service provider.

2) You understand that all Purchases and Redemptions are final and non-refundable, except, in our sole and absolute discretion. Once you have consummated a Purchase or Redemption, you can't get actual U.S. dollars back. YOU UNDERSTAND AND AGREE THAT ONCE YOU AUTHORIZE MTVN OR ANOTHER DESIGNATED PAYMENT SERVICE OPERATOR TO CHARGE YOUR CREDIT CARD FOR A CERTAIN AMOUNT, SUCH AMOUNT SHALL UNDER NO CIRCUMSTANCES BE REFUNDABLE, INCLUDING, WITHOUT LIMITATION, UPON TERMINATION OF YOUR ACCOUNT FOR ANY REASON, TERMINATION OF THE SITE TERMS OF USE AND/OR THE DISCONTINUATION OF THE SITE OR USE OF ANY VIRTUAL MATERIALS.

3) You agree that all transaction-related information that you provide to us or a designated third-party payment service will be accurate, current and complete. You hereby agree to pay all charges incurred by you resulting from your use of the Virtual Materials at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to such transactions.

4) We reserve the right, without prior notification, to limit the order quantity on any Virtual Materials and/or to refuse to provide you with any Virtual Materials. Verification of certain information applicable to a Purchase and/or Redemption may be required prior to our acceptance thereof. We reserve the right to hold a pending Purchase or Redemption for a reasonable period of time if we deem the transaction to be fraudulent or of a suspicious nature.

5) Price and availability of the Virtual Materials are subject to change without notice. We may pursue legal action against any account holder taking part in illegal or impermissible activities, at our sole discretion.

6) You understand that we may suspend or terminate your Site account and/or Commerce Password if for any reason a charge you authorize us to make to your credit card cannot be processed or is returned to us unpaid and, if such event occurs, you shall immediately remit to us payment for such charge through the use of another credit card or other payment mechanism. Any purchase by a user that is declined or cancelled may result in the user and his or her household being permanently banned from the Site at our absolute discretion.

7) You represent and warrant that you are 18 years or older and the bill payer for the payment services used for any Purchase or Redemption consummated by you.

8) You represent and warrant that you are in compliance with all the rules and regulations relating to your payment service.

9) Except for the Site Terms of Use, including, without limitation, any Additional Terms, our Privacy Policy, our User Content Submission Agreement and any documents referred to therein or herein, to the extent any communication with us is inconsistent with these Virtual Currency/Content Terms, these Virtual Currency/Content Terms will govern, unless expressly agreed in writing otherwise by an executive officer of MTVN.

10) We do not recognize any virtual property transfers (whether Virtual Currency, Experience Points, Virtual Content or otherwise) executed outside of the Site or the purported sale, gift or trade in the “real world” of anything related to the Site. Accordingly, you may not sell Virtual Materials or other goods and services related to the Site for “real” money or otherwise exchange items for value outside of the Site.

11) We neither guarantee the availability of particular items of Goods nor that particular items of Goods will be offered for any particular time; we may change and update our inventory of Goods without notice to you. As set forth in Section 15 of the Site Terms of Use, all Goods are provided “as is.”

4. MISCELLANEOUS

You acknowledge and agree that you are not permitted under any circumstances or for any reason to cheat or utilize code or third-party games or code in order to gain any Virtual Materials from any games, quests or activities included in the Site. You agree not to design, disseminate or use any third party programs designed to change the game play, quests and/or activities in the Site including, without limitation, programs such as autobuyers, flash game cheats, autofreshers, and snipers. Any use, dissemination or design of such programs is a breach of the Site Terms of Use and you will be responsible for any resulting damages to MTVN.