OnLive’s Founding Members Offer Presented by AT&T (the “Founding Members Offer”) is open from July 16, 2010 at 12:00 AM PDT until December 31, 2010 at 11:59 PM PST.

NO PURCHASE IS NECESSARY. SUBJECT TO AVAILABILITY AND ELIGIBILITY.

The Founding Members Offer provides eligible users with free access to the OnLive Game Service (the “Service”) from your PC or Mac® through your wired broadband Internet connection only in the contiguous United States (“Offer Territory”) for a period of twelve (12) months from the date of your OnLive Game Service account (“Account”) activation.

Here is how it works:

1. Sign up for the Founding Members Offer by completing the information on the sign-up page. You should receive a thank you email from OnLive indicating that OnLive successfully received your information. Each person may only sign up for a Founding Members Offer once and a given credit card number may only be used for a single Founding Members Offer activation. Any sign-up forms that are incomplete, illegible, altered, forged, mechanically reproduced or are generated by proxy or any electronic/automated means will not be accepted, and multiple sign-ups using the same email address or activations using the same credit card number may be rejected. You agree that OnLive may use your sign-up information to contact you about OnLive and/or to offer you other OnLive-related news and information and special offers. The collection and use of your personal information is governed by our Privacy Policy.
2. There are a limited number of available Accounts in each region of the Offer Territory. You must successfully connect to the Service within seven (7) days of registration. If you do not connect to the Service within this time period, the Founding Members Offer will expire.
3. Start using the OnLive Game Service. The monthly Service Fee will be waived for the first twelve (12) months after you activate your Account on the Service. During this twelve (12) month period, you will have access to the Service which includes access to free demos and community features, such as member Profiles, Friending, Chat, Spectating and Brag Clip™ videos.
4. No purchase is necessary to participate in this offer, but games, content and other services offered on the Service for purchase or other consideration are not included in this offer, and their access or use will be subject to whatever terms are applicable to the access or use of such games, content or other services.

Membership Renewal

Before your free twelve (12) month membership offer concludes, you must decide whether: (i) to keep your Account accessible on the Service by renewing it; (ii) to Suspend your Account; or (iii) to Close your Account. If you take no action at all, your Account automatically will be Suspended at the end of the free twelve (12) month membership as set forth in the Terms of Service. For complete details on Suspending and Closing your Account, please see the Terms of Service. Note that if you Suspend your Account prior to the expiration of the free twelve (12) month membership offer, you will not extend the term of the free twelve (12) month membership offer which runs uninterrupted from the date of Account activation until expiration of the free twelve (12) month membership offer.

OnLive will send you an email at least thirty (30) days before the expiration of your free twelve (12) month membership period offering you the opportunity to keep your Account accessible on the Service by renewing your membership at a rate of $4.95/month, on a month-to-month basis for up to twelve (12) additional months. If you renew your membership before it expires, you will continue receiving uninterrupted access to the Service and to any games, content or services that you have purchased or obtained that have not yet expired. Note that if you Suspend your Account during the second twelve (12) month term of your membership, you will not extend the term of the second twelve (12) month offer of $4.95/month. At the end of the second twelve (12) month term, any renewal will be at the going membership rate for the Service at such time. These rates are not available yet, but will be made available at least thirty (30) days prior to the expiration of the second (12) month offer of $4.95/month.

Eligibility Criteria

This offer only is available to qualified participants, subject to the terms of this Founding Members Offer and the following criteria:

• You must sign up for the Founding Members Offer between July 16, 2010 at 12:00 AM PDT and December 31, 2010 at 11:59 PM PST.
• You must be 18 years of age or older.
• You must be located in the Offer Territory.
• You must have a valid VISA, MasterCard, or Discover credit card to confirm that you are at least 18 years old; your credit card will not be charged to take advantage of the Founding Members Offer. If you choose to make any purchases, or renew your Account, you must have a valid VISA, MasterCard, or Discover credit card at such times.
• Your Internet connection and PC or Mac® must have sufficient network quality and performance to use the OnLive Game Service at High Definition (HD) resolution. Although OnLive has found that most computers with at least a 5Mbps wired residential Internet connection are sufficient, many factors affect network quality and computer performance, and OnLive cannot guarantee that your configuration will work or continue to work.
• You must be located in a geographic area with adequate Internet service such that an Internet-routed connection to a Service data center through your Internet service provider will meet, among other criteria, data rate, latency, quality, congestion. peering, peak loading, cross traffic, local computing, display and device performance requirements to use the Service.
• Your computer and Internet connection must pass performance tests to satisfy the above criteria prior to your first connection to the Service and each subsequent time you connect to the Service before you will be connected to the Service.
• The assessment of peak loading of Service data centers, the criteria for adequate computer performance and Internet connections and the number of Accounts made available in each region shall be determined by OnLive to ensure Service quality, reliability, performance, and security.
• You must agree to the OnLive Game Service Terms of Service at the time of your registration.
• If you satisfy all of the eligibility criteria listed above, as well as the other terms of this Founding Members Offer, you will, subject to availability in your region of the Offer Territory, be given the opportunity to activate and use your Account under the terms of this Founding Members Offer.

Other Important Terms

OnLive is not responsible for any events or circumstances that prevent users for qualifying for registration, or for failing to, or being unable to complete their registration before the Founding Members Offer concludes on December 31, 2010 at 11:59 PM PST.

OnLive is not responsible if any user fails to or is unable to register, or fails to or is unable to activate their Account for the OnLive Game Service within seven (7) days of registration.

OnLive cannot guarantee that you will receive emails sent from OnLive, or that your computer, Internet connection or location will enable you to connect, or to continue to connect, to the Service to take advantage of this Founding Members Offer. Offer only valid within the Offer Territory and is not transferable.

OnLive may reject any registrations or activations to comply with applicable laws, protect its property or the property of others, ensure the safety of OnLive and others or if OnLive reasonably determines that a registrant has or likely will engage in any activity that violated or violates OnLive’s Terms of Service.

You are solely responsible for the costs associated with your computer or Internet connection.