33 Responses to “Second Life vs. Metaplace – A Tale of Two TOS”

1. 

   Col. Kentworth Bastable Longfellow
   

   Mar 6th, 2009
   

   No question: beginning with creators’ rights shows that Metaplace is reacting to the legalistic and corporate slant that has been creeping into SL for a while now.

   Reading the LL TOS made me need to drink, and 1) I didn’t finish reading 2) It’s not even noon yet.

   Bonus for Metaplace: no body is going to take a bobble-head Gorean seriously. They won’t be missed.
2. 

   markbyrn
   

   Mar 6th, 2009
   

   Nice comparison of Apples to Oranges; one is in the nascent stage & still in beta, and the other is going on 7 years. Making a huge assumption that Metaplace could last a year after launch, TOS bloat is inevitable but let’s be realistic. A dressed up version of Google Lively using Adobe Flash plugin with 2D should be compared to Habbo or Small Worlds, not Second Life, Entropia, and the like.
3. 

   Neo Citizen
   

   Mar 6th, 2009
   

   Which ToS would I rather live under? Hmmmm. Let’s see. On the one hand, we have the Metaplace ToS which reads like a wishful list of how people should behave in a perfect world but probably won’t. On the other, we have the Second Life ToS which reads like a legal document and spells everything out for you, so that you can point out specific things people do that they should get banned for.

   And that whole “innocent until proven guilty” thing cracks me up. Proven is good, but proven to WHOM is the critical part. I can guarantee you that privacy laws will press them into exactly the same mold Linden Lab got pressed into – I can also guarantee you that they’re going to have to write a real EULA and ToS like every other service on the planet eventually. “Proof” will be whatever’s in the event logs, just like it is with Linden Lab, and it’s not going to be any different at all.

   All that aside, where’s the hook? If they’re up and running in beta already, it’s using an engine and platform they bought rather than built, so no innovation there. It’s not even 3D – it’s what the game industry used to call two-and-a-half-D, or an isometric gaming engine. Sims Online had this, and where are they now? Second Life is often derided because it uses fifteen year old game technology for its rendering engine. What chance does a service have that uses twenty year old graphics?

   There’s nothing compelling about this new platform at all, and for you to focus on the ToS as a basis for comparison between the two services, especially when it’s obvious that one of them is so half-baked and poorly thought out as to not even pass the laugh test, just makes you look like an overeducated idiot.
4. 

   Raph Koster
   

   Mar 6th, 2009
   

   We do have a EULA as well, so it isn’t really an apples to apples comparison, I agree.

   “All that aside, where’s the hook? If they’re up and running in beta already, it’s using an engine and platform they bought rather than built, so no innovation there.”

   No, we did not buy the platform. And it is quite a nice platform, if I say so myself; you may not have been following things we have said about it in the past. All the scriptability of Second Life, with greater ease of use. Open client protocol. Capability for games. (For example, 2d graphics is a conscious choice. It makes it far easier for laypeople to create content. The system scales to 3d graphics, but there’s just no widespread 3d plugin for the web yet).

   As a general point, it’s interesting that people keep going back to the client rendering to make comparisons. SL and Entropia have fairly little in common. And Second Life, as I have observed many times, is a lot like the text-based LambdaMOO was in very many ways including its culture. When push comes to shove, what matters is what is on the server, not the viewer. Otherwise, SL users wouldn’t be excited about text-based means to chat to SLers while not in world.
5. 

   Alyx Stoklitsky
   

   Mar 6th, 2009
   

   lol @ SLfags defending their e-world.

   Don’t knock it til you’ve tried it.
6. 

   Corona Anatine
   

   Mar 6th, 2009
   

   What the TOs show is that Linden lab have had reason to consult lawyers
   metavers have not done so as yet

   the TOS as given already shows evidnece of potantial problems

   Freedom of speech.

   Peacefully represent their religious beliefs, but not to the exclusion or disparagement of others.

   these are contradictory in themselves

   and what does the second one mean ?

   it could be taken to mean that you are not allowed to promote your religion UNLESS you also promote all other religions too
7. 

   Raph
   

   Mar 6th, 2009
   

   Oh, this has most definitely gone through lawyering!
8. 

   chris
   

   Mar 6th, 2009
   

   It all looked like flash games circa 1999 to me. I dont see why I wouldn’e just make my own games, no license or tos issues using flash.
9. 

   The Duchy of Gukumatz
   

   Mar 6th, 2009
   

   It would be good to hear about Metaplace landlords. Do they behave similar to Second Life landlords?

   The Princess of Yaximixche is providing a customer opinion index of the main estates and landlords in Second Life. Please cast your vote and choose the best and worst landlord, both names will be strongly promoted in different media channels and amongst Second life residents in order to improve Second Life’s business and residential experience. We encourage you to comment your experiences.

   Invite your friends to click on the following link and vote:

   http://princess-manqo.blogspot.com/

   The index will be published on the 7th day of each month. This month will be published next Friday 13th of March.

   The current list published presents the main 19 estates in Second Life. If you are a landlord interested in being listed please send an email to The Private Secretary Office by clicking on http://www.blogger.com/profile/14321173927540632351.
10. 

    Raph Koster
    

    Mar 6th, 2009
    

    “It all looked like flash games circa 1999 to me. I dont see why I wouldn’e just make my own games, no license or tos issues using flash.”

    Because we provide a full massively multiplayer server backend, with persistence, web integration, capacity for hundreds of simultaneous users, physics, a scripting language, asset importation from anywhere on the web, full SNS integration, and a sharing system so that you can obtain code, objects, and even entire system from other users transparently?

    There’s other reasons too, but those are the ones that jump to mind.

    “It would be good to hear about Metaplace landlords. Do they behave similar to Second Life landlords?”

    Everyone has their OWN world.
11. 

    Jahar Aabye
    

    Mar 7th, 2009
    

    “ZOMG, this ToS is shorter and written at an 8th grade reading level, so I can figure it out before I even get my GED!!!”

    Yes, well, as Neo already pointed out, a ToS that actually reads like a legal document with discrete, well-defined terms is going to be better in the long run, especially when you start dealing with serious amounts of money and intellectual property issues.

    Now, I’d imagine that for the average user, sure, it probably doesn’t make a huge difference. But I sure as hell wouldn’t want to start creating content in a virtual world where there weren’t clear legal distinctions as to the IP rights. I would also like a ToS that clearly spells out what recourse I have for filing complaints, how arbitration would be handled, etc.

    But hey, a warm and fuzzy sounding ToS that looks like it was written up by your friendly neighborhood software geek sure does look prettier. Some people have questioned whether LL’s ToS will actually be enforceable in court. I don’t think anyone would even be able to complete that question about Metaplace’s ToS without bursting out laughing.

    There’s nothing in the ToS to even literally define its enforceability.
12. 

    mootykips
    

    Mar 7th, 2009
    

    break ‘em both
13. 

    markbyrn
    

    Mar 7th, 2009
    

    >lol @ SLfags defending..don’t knock it..>

    I agree; it was either written by an 8th grader or a liberal arts major who’s had one too many bong hits.
14. 

    markbyrn
    

    Mar 7th, 2009
    

    No, I’m not defending SL but I am taking a dump on your product. As far as trying it, you don’t allow it since it’s in closed beta and I’ve seen enough on utube, including the über lame Frogger demo, replete with eyelid drooping 1980′s graphics. What good is your TOS to protect intellectual property rights when nobody is going to want the underwhelming content, much less pay for it.
15. 

    Raph Koster
    

    Mar 7th, 2009
    

    Mark,

    You can try if you really want to — every beta tester has invites to give out, there’s a sign-up form on the page, and many of the sites that are blogging about it have codes of their own to give out which are in plentiful supply. I think it is safe to say that you don’t actually want to, however.

    You clearly don’t remember 80s graphics very well, since graphics on Metaplace are actually more akin to 1998/99 2d graphics.

    That said, when you insult underwhelming content, you are actually insulting users, not us. We are a UGC platform and service. Given that you are on a site that extensively covers Second Life, I find that odd.

    Unless you are suggesting that 2d content by definition is underwhelming. In which case I suggest to you that most of your content consumption on the web is likely 2d, including those YouTube videos you used to rush to your judgement without actually trying the experience. 2d experiences outnumber 3d ones, and achieve far higher usage numbers than 3d ones do. 2d is simply a display mechanism. I don’t think it is ever going away, because there are some things for which it is simply better suited.

    Now, I am not asserting that Metaplace is for everyone. It may very well not be for you. But I hope that it would be not for you for informed reasons. I hope you give it a try at some point; if not, oh well.

    Jahar,

    That stuff is all in the EULA. Hence my stating a few posts above that it isn’t really an apples to apples comparison.
16. 

    Professor C
    

    Mar 7th, 2009
    

    With all the comments that have gone back and forth I have to say that sorry to all those Metaverse fans but anyone with half an ounce of intellect would be able to see that the Linden Labs TOS is by far more professional. That means that content created on the Second Life servers has more e-security then at Metaverse. Not that there is much security on the LL side of things but the Metaverse TOS just casually saying along the lines of ‘You create it you own it you can blow it up if you care.’

    Linden Labs has the same thing but in the Metaverse side there seems to be a bit of a loophole… And that being this:

    5. Create and destroy their own world at their discretion with no liability to Metaplace or users.

    Now I want you all to think about that for a second. Wouldn’t that statement right there give a person the right to create items in world, sell them, make a shitload of money, and then have all their content deleted at will leaving all their customers there with nothing? Because there’s nothing in there saying that a user has the right to keep things they purchased even if the creator leaves.

    So, now knowing this, where DO you want to stay?
17. 

    Urizenus Sklar
    

    Mar 7th, 2009
    

    I have to say that I am mystified by people that think a contract is more “professional” or better simply because it is crammed with more technical language and Cover Your Ass clauses to protect the game company. At bottom the actual contract is an agreement between two individuals and the written language that we call a “contract” is evidence of that agreement. If the language is obscure it does not make the contract better, it makes it worse and if it is obscure enough it invalidates the contract. The more complicated the written language of the contract the less likely it is that it reflects some genuine understanding between the parties to the contract.

    On the Linden ToS we seem to forget that the only time it has come before a court it was ruled “unconscionable” by the US District Court for the District of Pennsylvania: http://www.secondlifeherald.com/slh/2007/05/unconscionable_/comments/page/2/

    For five and a half years now people have been writing in the Herald defending draconian, obscure, unfair and indeed unconscionable Terms of Service agreements from companies ranging from EA to Linden Lab. Why do they do this? In the end I’ve come to the conclusion that just as some people love to be Gorean slaves there are others that simply love the idea of being dominated by a powerful corporation that can spin a virtual web of control and power using legal mumbo jumbo that would never stand up in a court of law. But it doesn’t matter that it won’t stand up in court. The contract and its convoluted and oppressive language is merely a fetish object of some bizarre relationship that these users have have with the game company — they are really all about, “tie me up with your fancy legal language, turn me around with your EULA, bend me over with you ToS, and fuck me as hard as you possibly can sir.”
18. 

    chris
    

    Mar 7th, 2009
    

    sklar…lol
    obsolutely…..lol

    And I still dont get the business model. I cant see creating any UGC for metaplace when a small team can do it in Flash directly, and not worry about any third party ownership or distribution rules.. Until Adobe finally claims they own all content made in with their tools,which they most likely will in a few years after we all forget we gave facbook and other “services” control of all works we produce, its better to just use the tools and not a service for any content maker. The only reason SL gained an audience was the “server” resale flip and the get rich quick hype of Anch Chung, LL evangelists and a really dumb blogger press. And that con was to “own land” in a rich 3d “world”, not tiles in a frogger clone.

    Good Luck.
    My guess is that the system of tools will be bought out by Adobe within 3 years.:)Peoples content, well Adobe turned off Atmosphere with no tears:)
19. 

    General Drama
    

    Mar 8th, 2009
    

    Uri,
    It is because those individuals posting horseshit to defend LL, EA, etc are posts by employees of those companies, period.
20. 

    Jessica Holyoke
    

    Mar 8th, 2009
    

    What is up with all the references to Gorean slaves in this thread? You would think they were the only submissive group, roleplay or otherwise, on SL.

    I’ve talked about the LL ToS before here, and only provisions of the ToS, not the whole thing, are unconcionable. Looking at the Metaplace ToS, it might have been reviewed by a lawyer, but it must not have been one versed in how our worlds work.

    We, residents and users, in-world and on the internet, have been arguing and defending our rights for years. The Metaplace ToS sounds all happy and shiny but it leaves out big important questions such as who’s standard of Freedom of Speech? What counts as treating people “equally”? Insert your own Gorean comment there, but in the US, the government can treat men and women differently, based on their gender, and be within the government’s rights. (Which is why men register for Selective Service in the U.S. and not women.) If you really wanted to push “equally”, none of the religious fundamentalist groups treat men and women “equally.” It might mean “equally” before the law or just not discriminated against. But at the same time, I wonder if there was a “women only” Metaplace world, if that wouldn’t violate the Metaplace ToS.

    On the other hand, maybe Metaplace is a better model if they would actually leave people alone to develop things. Metaplace can’t make any claims, such as they are responsible for content, if they have no basis for those claims. But that raises the copyright question of Metaplace needing permission to display your work in order to show other people what you’ve created, which doesn’t show up in their ToS.
21. 

    Jahar Aabye
    

    Mar 8th, 2009
    

    Uri,

    First of all, “professionalism” does count. The issues with the LL ToS were specifically related to whether the contract itself was a contract of adhesion. Specifically, the fact that one had no choice but to accept the limitations imposed under the ToS when using the product. So that extent, none of the concerns about LL’s ToS make Metaplace’s ToS necessarily any better.

    But back to what people have been trying to say about the difference between the two, it’s not just a matter of “professionalism,” it’s a matter of specificity. LL’s ToS uses very specific, discrete, well-defined terms. Now, if Metaplace puts all of these into another document and calls it the EULA, then it’s not really any different from SL at all, it just put the TL;DNR stuff into another document with a different name. On the other hand, from what exists in the Metaplace ToS, there aren’t any clear, discrete, well-defined terms. The terms used are widely open to interpretation, which is bad for both the company and the consumer. Consumers want to know what their specific rights are, and the company needs to know what its specific liabilities are.

    When you have a contract that is so open-ended and vague it is practically begging a court challenge by someone, somewhere, if the platform ever ends up becoming widely used. With the LL ToS, your only real legal challenge is to claim that it is a contract of adhesion, essentially going for the regulatory equivalent of jury nullification. With the Metaplace ToS, in contrast, any litigation would almost certainly get bogged down over questions of what the ToS actually means, what regulations actually apply, what rights are granted to the end user and what are reserved for the company, etc.

    Now, I do think that Metaplace’s ToS is going to wind up becoming more “professional looking,” as you might say, over time. I haven’t had a chance to check out their EULA yet, so it’s possible that all this stuff is covered there, in which case their decision to publish this “ToS” strikes me as a bait and switch tactic, in a way. In that case, they are simply publishing a set of feel-good guidelines that everyone with any basic legal or regulatory training can see are basically pointless, as a way of distracting people from their EULA.
22. 

    Knowlengr
    

    Mar 8th, 2009
    

    Agree w/ MarkBryne, at least in the smaller sense that Metaplace hasn’t yet had its share of lawsuits, which tend to dictate who is authoring such documents. A magnanimous tone works well in the beginning, but, e.g., the Google “Do no harm” dictum, seems like a naive carryover from its early days, given the giant’s corporate profile in China and Google’s hunger for data many Google customers assume (incorrectly) is private.
23. 

    SusanC
    

    Mar 9th, 2009
    

    On the plus side for Metaplace, they initially appear to be more respecting of their customer’s privacy. Compare “.. protected against unreasonable snooping, eavesdropping, searching and seizures …” with “Linden Lab may observe and record your interaction within the Service, and may share aggregated and other general information (not including your personal information) with third parties”

    On the minus side for Metaplace, it’s full of weasel words that make much of it meaningless as a contract. I don’t mind that it’s in simply English rather than lawyer jargon – comprehensible contracts are good. Rather, I’m concerned that it doesn’t really say what the parties to the contract have agreed to do:

    “Unless the fabric of the virtual space is threatened”

    a get-out clause that invalidates all the rest of it.

    “Metaplace also encourages that world creators and users meet certain responsibilities as set forth below”

    they “encourage” others to do something, rather than agree to do something themselves

    So, for example if I were a Metaspace customer, I’d like to see Metaplace explicitly agree that they will treat private messages between myself and other users as confidential, and agree that they will not disclose them to third parties except under a specified list of circumstances.

    And finally…

    “Not to harm minors in any way or simulate harm to minors”

    I’m fine with users agreeing not to harm actual minors. But “simulated harm” could cover most of the video game genre. If your avatar is under age: no combat; no first person-shooters; no car-racing games with car crashes. I imagine that this is actually directed at sexual age-play, in which case they could have been more direct about it. (“The User agrees that they will not make use of the Service to create or transmit real or simulated images of sexual activity involving people under the age of 18.”)
24. 

    General Drama
    

    Mar 9th, 2009
    

    SusanC, Your revision assumes that any and all sexual activity by minors is harmful. While such an attitude would not be surprising among American parents, its hardly accurate.
25. 

    chris
    

    Mar 9th, 2009
    

    Box of crayons: NO TOS
    Blank Videotape: NO TOS
    A Piano: NO TOS
    A Canvas: NO TOS

    get the picture folks?
    what have you given up and for what?
26. 

    Paxl Rose
    

    Mar 9th, 2009
    

    Just checked out the homepage of Metaplace.com. The avatar shown looks like a Muppet to me. Pass.
27. 

    Stephie Dawes
    

    Mar 10th, 2009
    

    @ Paxl Rose:

    Can’t get your jollies when the avatar doesn’t look real, amirite?
28. 

    SusanC
    

    Mar 10th, 2009
    

    Maybe I’m jumping to conclusions as to what they’re trying to prohibit under the term “simulate harm to minors”.

    I’m not even sure whether to parse it as
    simulate (harm to minors)
    or
    (simulate harm) to minors

    Would that be a real or a simulated minor?

    e.g. can a player who is under 18 play a first person shooter in which an adult avatar gets harmed?

    I think it’s a really bad sign that it’s so unclear what’s prohibited by the number 1 item in the ToS.

    If SL is any guide, people will push the limits of what they’re allowed to create. Expect disputes, and maybe even ligitation.
29. 

    Rorshach
    

    Mar 12th, 2009
    

    It’s a bit unreasonable to compare SL’s actual EULA with Metaplace’s ToS, which is a higher-level “motherhood and apple pie” kind of document. What you want is the actual EULA. You can get hold of Metaplace’s EULA without agreeing to it (particularly, without agreeing to the non-disclosure terms), so here it is.

    It’s still not a fair comparison, because for a beta they need more restrictive terms that for the production version, but it’s closer.

    LICENSE AND NON-DISCLOSURE AGREEMENT
    FOR BETA TESTING OF A PRE-RELEASE PRODUCT

    Metaplace, Inc. (‘Metaplace’) has designed, developed and is the publisher of a software product entitled Metaplace (‘Beta Software’). Metaplace has established an Beta Test program (the ‘Beta Program’) to, among other things, allow a limited number of people to test the features, capabilities and performance of one or more prerelease version(s) of the portal, web API, hubworld, client software, hosted worlds, and third party client, network services (the ‘Service’) and provide feedback and comments to Metaplace. In order to participate in the Beta Program, you must read and agree with this LICENSE AND NON-DISCLOSURE AGREEMENT (this ‘Agreement’). By using the Service and participating in this Beta Program, you agree as follows:

    You (a) are eighteen years of age or older, (b) are not participating in the Beta Program on behalf of any other person or entity, or as an employee, agent or principal of any other entity, and (c) are entering into this Agreement on a completely voluntary basis with no expectation of consideration, remuneration or any form of compensation whatsoever other than what is expressly provided for in this Agreement;
    Metaplace may, in its discretion and at any time before or during the Beta Program, accept or reject your application for the Beta Program (or terminate your participation therein), and if you are accepted this Agreement is a binding contract between you and Metaplace;
    You acknowledge that your application shall not be complete, nor shall you be considered for entry into the Beta Program, unless and until you provide Metaplace with certain DirectX diagnostic information (or similar diagnostic information from Macintosh or Linux if that is how you access the Service) from your computer as part of this application process, if requested by Metaplace;
    Metaplace may, in its discretion, reschedule the start date or end date of the Beta Program at any time in its sole discretion;
    You grant Metaplace the right and consent, for the term of your participation in the Beta Program, to allow Metaplace to collect certain DxDiag DirectX (or similar Macintosh or Linux) diagnostic information, hardware, software, driver, operating system and related information, including crash logs, from your computer solely for the purpose of analyzing, improving and maintaining the Service;
    You agree to all of the additional terms set forth in the Terms of Service and that those terms are incorporated herein by reference.

    1. License Terms.

    1.1 License Grant. Metaplace grants you (the ‘Recipient’) the non-exclusive, non-transferable, revocable, limited right to access the Service for Recipient’s personal use. Unless otherwise authorized, Recipient may not use, copy, reproduce, modify, publicly perform or display, create derivative works of, sell, auction, loan, lease, rent, distribute, transfer or disclose all or any part of the Service (including, without limitation, any screenshots, videos, documentation or manuals relating to the Service) except as provided in this Agreement. Recipient may only use the Service for testing and evaluation purposes as set forth in Section 1.4 below. All other rights are reserved to Metaplace.

    1.2 License Restrictions. Unless otherwise authorized, Recipient shall not:

    (a) Sublicense to, transfer, network, transmit, distribute, or permit use of the Service by, any third party;

    (b) Reverse engineer, decompile, or disassemble any aspect of the Service including setting up competing networks such as shadow servers, gray shards, or pirate servers.;

    (c) Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

    (d) Harm minors in any way;

    (e) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

    (f) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users;

    (g) Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

    (h) Transmit, access, or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

    (i) Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

    (j) Disrupt the normal flow of dialogue, cause a screen to ‘scroll’ faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

    (k) Interfere with or disrupt the Service;

    (l) Intentionally or unintentionally violate any applicable local, state, national or international law, including securities exchange and any regulations requirements, procedures or policies in force from time to time relating to the Service;

    (m) Monitor traffic or make search requests in order to accumulate information about individual users;

    (n) ‘Stalk’ or otherwise harass another person;

    (o) Modify, delete or damage any information contained on the personal computer of any other user;

    (p) Unless otherwise approved by Metaplace, upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, ‘junk mail,’ ‘spam,’ ‘chain letters,’ ‘pyramid schemes,’ or any other form of solicitation;

    (q) Collect or store personal data about other users without their consent. Even with consent, any personally identifiable information must be encrypted and stored on an external database;

    (r) Harm the Service including using any program or other mechanism to slow or ‘crash’ the network; or

    (s) Allow usage by others in such a way as to violate this Agreement;

    1.3 Indemnification. Recipient (i) agrees to indemnify, defend and hold harmless, and (ii) hereby releases, Metaplace, its licensors, and their direct and indirect parent, subsidiary and sister corporations, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with the use of the Service (including with respect to any User Created IP, as defined in Section 3.2, below) and all other services or activities related thereto.

    1.4 Testing and Evaluation Obligations. Recipient hereby agrees to perform all of the following obligations: (i) to test, evaluate and analyze the Service and its operation, features, capabilities and performance, (ii) to comply with the reasonable requests of Metaplace from time to time regarding testing, and (iii) to provide feedback and comments to Metaplace (including, but not limited to, bug reports and test results). In some cases feedback and comments may be presented to Metaplace in the form of source code, object code, scripting, executable programs, interface design, art, or other intellectual property assets (collectively ‘Beta Contributions’). All of Recipient’s feedback, comments, and Beta Contributions shall be the sole and exclusive property of Metaplace and/or its licensors, and Metaplace and/or its licensors shall have the perpetual right to use all or part of Recipient’s feedback or comments in any manner or media now known or hereafter devised.

    1.5 Personal Information; Monitoring; Privacy Issues. Recipient shall be required to provide to Metaplace, or allow Metaplace to collect on an ongoing basis, as a condition to participation in the Beta Program, certain personal information, including, but not limited to, certain specifications of Recipient’s hardware, DxDiag DirectX (or similar Macintosh or Linux) diagnostic information, video cards, drivers, operating system and software (‘Personal Information’) and Recipient hereby specifically grants Metaplace the right to upload or collect such Personal Information from Recipient’s computer system during his or her participation in the Beta Program, solely for the purpose of evaluating and improving the Service. Metaplace’s retention and use of all Personal Information shall be subject to Metaplace’s posted privacy policy, as that policy may be modified by Metaplace in its discretion from time to time. Without in any way limiting Metaplace’s rights with respect to such information as set forth in the privacy policy, Recipient acknowledges that subject to the Terms of Service, any and all world content and data that is stored and is resident on Metaplace’s servers, and any and all communications that he or she makes within the Service, the Service or as part of the Beta Program (including, but not limited to, messages solely directed at another player or players) traverse through Metaplace’s servers, may or may not be monitored by Metaplace personnel. Subject to the Term of Service, Recipient has no expectation of privacy in any such communication or in any communication referenced in Section 5.3 herein. Recipient acknowledges and agrees that Metaplace may transfer such information (including your personally identifiable information and personal information) to the United States or other countries or may share such information with our licensees and agents in connection with the Beta Program and the Service. In the event of a merger, acquisition, transfer or sale of assets, this information described in Section 1.5 along with any other information held by Metaplace may be part of the assets involved in the sale, merger, or transfer.

    1.6 Term of the Agreement. Recipient’s participation in the Beta Program, and the grant of license herein, may be terminated by Metaplace at any time, for any reason or for no reason, in Metaplace’s sole and absolute discretion, by providing written, electronic or emailed notice to Recipient. Recipient may, at any time and for any reason or for no reason, terminate his or her participation in the Beta Program by providing written or emailed notice to Metaplace. The Beta Program will be terminated upon the earlier of (a) Metaplace’s written, electronic or emailed notice to Recipient or (b) the commercial release of the Service. The termination of Recipient’s participation in the Beta Program and/or the termination of the Beta Program, however, shall not modify or supersede the survival provision in Section 6.1 below. At termination, Recipient shall erase all copies of the Beta Program from Recipient’s hardware.

    2. Confidentiality.

    2.1 Confidential Information Defined. ‘Confidential Information’ shall mean (a) any and all information relating to or contained in the Beta Program and/or the Service, including, without limitation, information relating to (i) the performance, capabilities, bugs and contents of the Service, (ii) Recipient’s feedback and comments, (iii) any other Beta Program participant’s feedback and comments, and (iv) any Metaplace employee’s feedback and comments, (v) the existence and terms of this Agreement, and (vi) any and all information relating to the future or proposed Services, services or business operations of Metaplace. Confidential Information includes, without limitation, all such information disclosed to Recipient prior to the effective date of this Agreement. Recipient acknowledges and agrees that the Confidential Information constitutes valuable trade secrets of Metaplace

    2.2 Confidentiality Obligation. Recipient shall keep the Confidential Information in confidence and shall not publish, disclose, or otherwise make available, directly or indirectly, any Confidential Information to any third party. However, Recipient may disclose the Confidential Information in accordance with a judicial or governmental order; provided, however, that Recipient shall give Metaplace reasonable written notice prior to disclosure and shall comply with any applicable protective order or equivalent. ONCE THE COMMERCIAL VERSION OF THE SERVICE HAS BEEN RELEASED BY METAPLACE TO THE PUBLIC, RECIPIENT’S CONFIDENTIALITY OBLIGATION SHALL CONTINUE ONLY WITH RESPECT TO INFORMATION CONCERNING THIS BETA PROGRAM AND ALL FEEDBACK AND COMMENTS (WHETHER FROM RECIPIENT, ANY OTHER PARTICIPANT, OR FROM METAPLACE EMPLOYEES).

    3. Ownership.

    3.1 Metaplace Intellectual Property. Except for the revocable, limited license expressly granted hereunder, Metaplace retains all rights, title and interests in and to all intellectual property rights associated with the Service and all copies thereof, and all world content and data in connection therewith. The Beta Software is copyrighted and is protected by United States copyright laws and international treaty provisions as well as other laws. Recipient acknowledges that the Beta Software contains valuable trade secrets of Metaplace, and that Metaplace and/or its licensors own all intellectual property rights in and to the Beta Software, including, without limitation, all patent rights, copyrights, inventions, trade secret rights, trade dress rights, trademark rights and intellectual property rights therein and thereto. Recipient may not remove the copyright and other proprietary rights notices from the Beta Software. Recipient agrees that this Agreement shall be retained with all printed and electronic copies of the Beta Software and documentation constituting the Beta Software. Recipient agrees to prevent any unauthorized copying or distribution of the Beta Software. Except for the license as expressly provided herein, Metaplace does not grant Recipient any express or implied right in any patents, copyrights, trademarks, or trade secret information of Metaplace and/or its licensors. In accordance with Section 1.4, Recipient agrees that Metaplace and/or its licensors own all rights, title, and interests in any and all of Recipient’s Beta Contributions without any remuneration, compensation or credit to Recipient. To the extent any Beta Contributions are not the sole and exclusive property of Metaplace, Recipient agrees to and hereby grants Metaplace an irrevocable, perpetual, royalty free, world-wide license to distribute, display, reproduce, use, and commercially exploit the feedback and comments in any manner or media now known or hereafter devised. In addition, to the extent that any of the rights assigned herein cannot presently be assigned under applicable law, Recipient agrees to assign such rights at such time as the rights are capable of being assigned. Recipient agrees at Metaplace’s request to execute such further documents and to do such further acts as may be necessary or desirable to document, perfect, register or enforce Metaplace’s and/or its licensors’ ownership of any of the rights, title and/or interests hereunder, in whole or in part including, without limitation, execution of a copyright assignment in a form provided by Metaplace in its sole discretion. If Recipient fails or refuses to execute any such documents, Recipient hereby appoints Metaplace as Recipient’s attorney-in-fact, which appointment is coupled with an interest and is irrevocable, to act on Recipient’s behalf and to execute, deliver, record and file such documents. The rights granted, assigned and/or to be assigned by Recipient hereunder are granted for the entire universe, in any medium now known or hereafter invented, and shall inure in perpetuity, and, as set forth above, no further consideration shall be payable to Recipient at anytime in connection therewith. Recipient will acquire no right to use, and will not use without Metaplace’s prior written consent, the names, characters, artwork, designs, tradenames, copyrighted materials, trademarks or service marks of Metaplace or any related companies, employees, directors, shareholders, assigns, successors or licensees: (a) in any advertising, publicity or promotion; or (b) in any manner other than in accordance with this Agreement.

    3.2 Recipient Intellectual Property. Subject to Sections 1.4 and 3.1, Metaplace will not claim any interest in any intellectual property or user generated content that you create within the Service as permitted by this Agreement (‘User Created IP’). User Created IP does not include feedback, comments and Beta Contributions. Subject to the rights of Metaplace and other third parties, if any, you shall be the owner of all User Created IP that you create within the Service. You acknowledge and agree that (i) the Service is untested and could be unstable, causing any or all User Created IP to be lost or destroyed, (ii) Metaplace is not responsible for any such loss or damage to User Created IP, (iii) you agree to indemnify Metaplace pursuant to Section 1.3, above, for any claims arising out of any User Created IP, and (iv) you agree to and hereby grant Metaplace, for the purposes of promoting and operating the Service, an irrevocable, perpetual, royalty free, world-wide license to distribute, display, reproduce, use, and commercially exploit the User Created IP in any manner or media now known or hereafter devised.

    3.3 Licensed Intellectual Property. Metaplace or Recipients may, through arrangements with licensors, use the Service to incorporate certain external intellectual property (‘Licensed Intellectual Property’) into the Beta Program. This Licensed Intellectual Property shall remain the property of the licensors and any and all intellectual property rights thereto shall remain with the licensors. Obtaining the Licensed Intellectual Property rights are the sole responsibility of the party desiring to incorporate Licensed Intellectual Property into the Beta Program.

    4. Injunctive Relief.

    Recipient acknowledges and agrees that a breach or threatened breach of any covenant contained in this Agreement would cause irreparable injury, that money damages would be an inadequate remedy and that Metaplace shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain Recipient, from such breach or threatened breach. Nothing in this Section shall be construed as preventing Metaplace from pursuing any and all remedies available to it, including the recovery of money damages from Recipient.

    5. No Warranty; No Liability For Damages; No Support; World Content and Data.

    5.1 No Warranty. Recipient acknowledges that the Service is a pre-release version and is not a final game. RECIPIENT ACKNOWLEDGES THAT THE BETA SOFTWARE AND SERVICE MAY WELL CONTAIN ERRORS AND DEFECTS. THE BETA SOFTWARE AND SERVICE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY OF THE BETA SOFTWARE, THE SERVICE AND ALL OTHER SERVICES IS WITH RECIPIENT. SHOULD THEY PROVE DEFECTIVE FOLLOWING THEIR RECEIPT BY RECIPIENT, RECIPIENT AND NOT METAPLACE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. Without limiting the foregoing, we do not ensure continuous, error-free, secure or virus-free operation of the Beta Software, the Service, your account or continued operation or availability of any given server.

    5.2 No Liability For Damages. IN NO EVENT SHALL METAPLACE, ANY SUBSIDIARY OR OTHERWISE RELATED COMPANY, OR EMPLOYEES, AGENTS, OFFICERS AND/OR DIRECTORS OF ANY OF THE ABOVE, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR OTHER DAMAGES OR LOST PROFITS, DATA OR BUSINESS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA SOFTWARE OR SERVICE EVEN IF ANY OF THE ABOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the generality of the foregoing, no warranty is made that the Beta Software or Service will generate computer programs with the characteristics or specifications desired by Recipient or that the Beta Software or Service will be error-free. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

    5.3 No Support. Metaplace does not provide any support for the Beta Software or Service. However, Metaplace may provide an e-mail address and/or a password protected forum for Recipient to send any questions and/or comments regarding the Beta Software or Service. Metaplace does not, however, make any representations or warranties as to the accuracy of any statements or advice provided in response to Recipient’s e-mail(s) and/or board postings.

    5.4 Test Environment. Recipient acknowledges that the Beta Program is a test environment, that world content and data will be frequently wiped or modified at Metaplace’s sole discretion, and that the Beta Program world content or data shall likely not be exported into the Service once the Service is commercially released.

    6. Miscellaneous.

    6.1 Survival. The provisions of this Agreement, other than Section 1.1 shall continue in full force and effect even after (i) the Beta Program has been terminated or completed and/or (ii) Recipient’s participation in the Beta Program has been terminated.

    6.2 Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California excluding conflict of law rules and principles. Both parties submit to personal jurisdiction in California and further agree that any cause of action relating to this Agreement shall be brought in the County of San Diego, State of California (if under State law) or the Southern District of California (if under federal law) and such courts shall have exclusive jurisdiction to determine the validity, construction and performance of this Agreement and the legal relations between the parties hereto. Recipient hereby waives any claim that such venue is improper or inconvenient. Recipient also hereby waives any right to join actions together with any other Recipient in the form of a ‘class action’ or similar action.

    6.3 Severability and Assignment. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. Recipient shall have no right to assign this Agreement.

    6.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties. Changes made by Recipient to this Agreement will not be effective unless set forth in a writing describing the change and agreed to and signed by both Metaplace and Recipient. Metaplace reserves the right to change the terms of this Agreement at any time upon notice to Recipient by e-mail or on its webpage. Such changes by Metaplace shall be effective upon notice to Recipient and Recipient’s continued participation in the Beta Program after notice of a change in terms by Metaplace shall constitute Recipient’s acknowledgement of, and agreement to, be bound by such changes.
30. 

    Marc Woebegone
    

    Mar 15th, 2009
    

    What, no mandatory arbitration clause?
31. 

    Sigmund Leominster
    

    Mar 16th, 2009
    

    Uri points out that “The more complicated the written language of the contract the less likely it is that it reflects some genuine understanding between the parties to the contract.”

    And on the other side of the coin, the simpler the language of the contract, the more it tends towards ending up as a verbal Rorschach, open to so much interpretation that it might as well have not been written. I like the simplicity of Bill and Ted’s “Be excellent to each other” but I’d hate to go to court to prove how unexcellent someone else is!

    This is more like “I can’t fuck anyone because no-one knows what the fuck is going on.”
32. 

    Neo Citizen
    

    Mar 19th, 2009
    

    Now that I’ve actually gone to Metaplace and looked at it, I have to say that the absolute only thing Metaplace has going for it is a shiny fun friendly sort of EULA that feels warm and fuzzy but means nothing in particular.

    The service itself is utter crap with no compelling features whatsoever, and Uri/Tizzy/the GLC/JLU/ the PN can all go there and we’ll all be happier over here.
33. 

    jeff
    

    Dec 22nd, 2009
    

    why is metaplace getting the axe?

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