OWNER’s
MANUAL
CONTENTS
WARNING Before playing this game, read the Xbox 360® console, Xbox 360
Kinect® Sensor, and accessory manuals for important safety and health information.
www.xbox.com/support.
Important Health Warning: Photosensitive Seizures
A very small percentage of people may experience a seizure when exposed to
certain visual images, including flashing lights or patterns that may appear in video
games. Even people with no history of seizures or epilepsy may have an undiagnosed
condition that can cause “photosensitive epileptic seizures” while watching video
games. Symptoms can include light-headedness, altered vision, eye or face twitching,
jerking or shaking of arms or legs, disorientation, confusion, momentary loss of
awareness, and loss of consciousness or convulsions that can lead to injury from
falling down or striking nearby objects. Immediately stop playing and consult a
doctor if you experience any of these symptoms. Parents, watch for or ask children
about these symptoms—children and teenagers are more likely to experience these
seizures. The risk may be reduced by being farther from the screen; using a smaller
screen; playing in a well-lit room, and not playing when drowsy or fatigued. If you or
any relatives have a history of seizures or epilepsy, consult a doctor before playing.
02
GAME CONTROLS
04
REPUTATION
06
HEADS UP
DISPLAY
08
GETTING
AROUND
10
CAREER
MODE
12
SPECIAL
RACES
CHALLENGES
+
22
CREDITS
14
SPECIAL
MOVES
16
RACE
EDITOR
18
ONLINE
21
ARCADE
MODE
28
LICENSE &
WARRANTY +
TECHNICAL
SUPPORT
GET READY
FOR THE WORLD OF
ILLEGAL STREET RACING,
WEST COAST STYLE
///
DAY AND NIGHT ACROSS L.A., FROM THE AVENUES OF SOUTH CENTRAL TO
THE BOULEVARDS OF SANTA MONICA, THE ILLEGAL STREET RACING SCENE
THROWS DOWN A CHALLENGE TO ALL TAKERS: CAN YOU KEEP UP WITHOUT
GETTING CAUGHT?
This is the complete Los Angeles experience: from the downtown aqueducts to the
Sunset Strip and the ramp-filled rail yards of South Central, the streets of L.A. are
ready to test your skills and your nerve as you compete to build your reputation
and earn cold, hard cash.
Choose from the hottest tuners, exotics, luxury cars, superbikes and now cop cars,
low riders and a modern classic: a fully customizable Range Rover SUV. But picking a ride is just the beginning, as with limitless ways to tune and customize your
vehicle with the very best after-market performance parts and custom kits. This is
the scene as it’s meant to be.
GET READY FOR STREET RACING AT ITS FINEST,
WITH NO TRACK AND NO RULES…
WELCOME TO THE MIDNIGHT CLUB.
01
GAME CONTROLS
] LEFT TRIGGER
_ LEFT BUMPER
x RIGHT TRIGGER
` RIGHT BUMPER
L LEFT STICK
< BACK
LEFT TRIGGER
Brake / Reverse
Y BUTTON
RIGHT TRIGGER
Accelerator
X BUTTON
LEFT BUMPER
Special Abilities / Power Ups
B BUTTON
RIGHT BUMPER
Change Camera View
A BUTTON
LEFT STICK
Steering
RIGHT STICK
Shift Camera
LEFT STICK BUTTON
Toggles Multiplayer Competitor Info
RIGHT STICK BUTTON
Horn
Y BUTTON
Toggles Light / Sirens on Police Vehicle
B BUTTON + LEFT STICK
Two Wheel Driving / Weight Transfer
> START
BUTTON
BUTTON
l DIRECTIONAL PAD
Xbox GUIDE
C RIGHT STICK
B BUTTON + LEFT STICK
WHILE AIRBORNE
02
In-Air Control
A BUTTON
Handbrake
X BUTTON
Nitrous / Slip Stream Turbo
D-PAD UP
HUD Map / Close Sidekick
D-PAD DOWN
Hydraulics
D-PAD RIGHT
Skip To Next Music Track
D-PAD LEFT
Skip To Previous Music Track (Hold to Pause Music)
BACK BUTTON
GPS Map
START BUTTON
Pause / Option Menu
03
THE BEST WAY TO
SEE LOS ANGELES
IS AT 245 MPH
///
REPUTATION
COMPETING IN RACES
EARNS YOU REP POINTS AND
MONEY – THE BETTER YOU DO,
THE MORE POINTS YOU GET.
RACING TIP
01
Rep points are essential to
progressing through Career
Mode. You’ll meet different
characters along the way, some
of whom will challenge you to get
a specific number of Rep points
before you can face them.
The speed at which you collect
points depends on your skills
in your vehicle: the higher you
place and the more difficult the
opponent, the more points you’ll
accumulate. Racers in the city are
represented by coloured icons on
your GPS map and these colours
represent their difficulty: green
racers are the easiest, yellow
racers are medium, orange racers
are hard and red racers are the
hardest. Amassing Rep points will
unlock new features and options.
SLIP STREAM TURBO
While trailing closely behind an
opposing racer, you’ll notice their wake
projecting out at you. This signifies
that you’re in a slipstream and your
Slip Stream Turbo Meter will build.
When this meter fills, pressing the X
button will give you a boost of speed.
04
05
DON’T STOP
FOR DIRECTIONS
HEADS UP DISPLAY
///
1
2
Your car’s Heads Up Display (HUD) is designed to provide only the most
crucial info about your vehicle and the city around you. Here’s what you’ll need
to know about the HUD.
4
7
14
8
3
9
11
10
12
4
6
5
1
RACE TIMER Displays the total time for the current race.
LAP COUNTER For Circuit Races, shows which lap you’re currently on.
2
POSITION Shows where you are in the pack.
GAUGE CLUSTER
3
ARROW Directs you to the next checkpoint during a race, or to a destination
5
4
you’ve selected in Cruise with the GPS Map.
MINI MAP Depending on what mode you’re in, different icons will be displayed
on the mini map.
GAUGE CLUSTER Displays all pertinent dashboard gauges and street info.
6
See right for more detail.
7
OTHER FEATURES
SIDEKICK® Different game characters will call you with various challenges,
as well as tips to help you through the game.
06
SLIP STREAM TURBO METER
This meter builds when you are
drafting another car. The meter
turns green when a Slip Stream
Turbo is available.
10
GEAR INDICATOR
11
SPEED LIMIT
NITROUS
Displays how many nitrous
tanks you have left.
DAMAGE METER
This meter builds as your vehicle
takes damage and will flash when
you’re close to totalling your car.
When completely filled, your car
will be damaged out.
8
TACHOMETER
9
SPEEDOMETER
CR When you feather the gas near the posted speed limit, you’ll see a “CR” for Cruise
appear. This helps you maintain a set speed to avoid tickets when police are near.
13
Displays your engine’s RPM.
Shows your current speed.
12
13
14
Displays what gear your
vehicle is in.
Displays the speed limit for the
street you’re currently on.
POLICE SCANNER
Warns if police are close by.
STREET / RADIO
Displays the current street you
are on. Also shows music track
info when a new song plays.
SPECIAL ABILITIES / POWER UPS
These gauges show you what
special abilities or power ups you
have equipped. As you race,
these gauges will charge before
they’re ready to be deployed.
07
THE STREETS
OF LOS ANGELES
BECKON
GETTING AROUND
!
NEW TO
MIDNIGHT CLUB LOS ANGELES
COMPLETE EDITION
RACING TIP
02
COP DODGING
New to the Midnight Club Los Angeles
Complete Edition are drivable police
vehicles. Race in the Border, Highway
or Squad Patrol cars (choose from the
Chevy Impala or Dodge Charger) for the
ability to ignore red lights and race at high
speeds - but don’t trespass or the chase is
on. Pick up your new police vehicles from
the unlockables in the garage.
08
///
COPS
Your in-car police scanner will alert you
if police are close by. If you break the law
around them, they will engage in pursuit.
Pulling over will result in a ticket. If you try
and outrun them, you’ll have to be pretty
elusive because if they pull you over, you
will be taken to the police station and hit
with a hefty fine.
GPS MAP
While cruising around the expanse of
Los Angeles, it can be easy to lose your
bearings. Fortunately, your vehicle
comes equipped with a state-of-the-art
GPS system. With this, you can find your
next checkpoint or the position of your
next road challenge.
Sometimes, it’s knowing the shortcuts
and the back alleys that will help you win
the race. To make your next move without
slowing down, hit D-PAD Up to bring up the
HUD Map and you’ll see a full screen map
on top of the action. For a detailed view of
the entire city, hit the Back button to see
a 3-D GPS view of Los Angeles. Here, you
can zoom in and out and find the location of
races and career content.
DAMAGE
As your vehicle gets banged and bruised,
you’ll accrue physical damage. Between races,
you’ll have the option of performing a Quick
Fix, which will hammer out the dents and
polish out some of the damage to keep you
racing. If you go on without fixing your vehicle,
you’ll eventually damage out your vehicle,
causing it to be totalled and replaced. If this
happens while racing, you’ll be eliminated.
From Cruise, you can fully repair your vehicle
at a service station or at the garage.
MISSION LOG
The Mission Log is where you will find all
of your active and completed missions,
as well as a list of all Tutorials. Check the
Tutorials section often as it will update with
new information as you progress through
the game. Some missions will require you
to obtain a specific number of Rep points
or to win a certain number of races; the
Mission Log will track your progress. As
characters call you with additional missions,
they will be immediately added to the list.
09
TO BECOME A
STREET LEGEND,
YOU’LL HAVE TO
START AT
THE BOTTOM
CAREER MODE
///
WHEN CAREER MODE BEGINS, YOU’LL HAVE A LIMITED SELECTION
OF VEHICLES YOU CAN AFFORD AND A SMALL AMOUNT OF CASH.
WHICH CAR YOU CHOOSE AND HOW MUCH YOU SPEND ON MODS
IS UP TO YOU, BUT BE SURE TO PICK A CAR THAT MATCHES YOUR
RACING STYLE.
When you want to start a race, simply choose a driver to challenge, flash
your headlights, and a race will immediately begin.
Various types of races can be found on the streets of Los Angeles.
Taking part in a variety of events, which are marked with different
symbols on the GPS map, is essential to building your driving skills and
advancing through Career Mode.
RACING TIP
03
ORDERED RACES
TIME TRIALS
Checkpoints are located throughout the
city and must be driven through in order,
one after another, to the finish line.
Time Trial races put you in a specific
vehicle and race. It’s you against the clock;
there are no other opponents. Time Trials
will reappear throughout Career Mode
with quicker times and different vehicles
for you to conquer as you progress.
CIRCUIT RACES
Similar to an Ordered Race except
multiple laps are made. The starting point
of the race becomes the first checkpoint
in successive laps. In the Last-Man-Out
variation, the player in the last position on
each lap is removed from the race.
IN-AIR CONTROL
When your vehicle is catching air after
performing a jump, holding the
B button while moving the Left Stick
will give In-Air Control which can be
used to tilt your vehicle into a more
advantageous landing position.
10
RED LIGHT RACES
FREEWAY RACES
Match a freeway racer’s speed, flash
your lights, and you’re straight into a
race. Checkpoints will appear along the
freeway as the two of you barrel through
freeway traffic to the finish.
A race from the nearest red light to a
landmark on the other side of town.
There is only one checkpoint and the first
racer to the landmark wins.
11
YOU HAVE TO
RISK IT ALL TO WIN
IT ALL
SPECIAL RACES + CHALLENGES
///
AS YOU PROGRESS THROUGH CAREER MODE, YOU’LL BE
INTRODUCED TO SPECIAL RACE TYPES AND MISSIONS. YOU’LL
FIND OUT ABOUT THESE FROM YOUR SIDEKICK, LOCAL HANGOUTS
OR THE GARAGE. SUCCESSFULLY COMPLETE THESE TO GET MORE
REP POINTS AND CASH.
RACING TIP
04
TOURNAMENTS
PINK SLIP RACES
Challenging tournament racers opens
a series of races where every racer’s
position after each race counts towards
points. The racer with the most points at
the end of the tournament wins.
One-on-one races when the wager is your
vehicle. Winner takes all.
SERIES RACES
2 WHEEL DRIVING
Narrow spaces can be manoeuvred
through by using 2 Wheel Driving.
Holding the B button and pushing left
or right on the Left Stick will shift your
car’s weight to one side, enabling you
to drive on two wheels. Being on two
wheels also prevents competitors
from using your slipstream.
12
Each Local Hangout offers a series of
races. The player that wins a set number
of races first wins the series. Series Races
are against multiple opponents.
WAGER RACES
Racers can wager money towards a
race. The more money wagered, the
more difficult the race. Wager Races are
one-on-one.
DELIVERY MISSIONS
Deliver a car to a pre-determined location in a
specific amount of time. Damage to the vehicle
decreases the reward and if you damage the
car too much, you’ll fail the mission.
PAYBACK MISSIONS
From the garage, use the mechanic’s car to find
and damage out customers who have skipped
out on their bill. If their car isn’t damaged out
in the allotted time, the customers‘ friends
will try to damage out your car. Evade the
customers’ friends to move on to the next
payback target.
TELEPHONE RACES
Receive a call on your Sidekick from a racer.
If you accept, you will jump to the start of a
race of your choosing.
13
SPECIAL ABILITIES
///
RULES ARE MADE
TO BE BROKEN
HAVING THE HIGH-PERFORMANCE MACHINE OF YOUR DREAMS
IS MEANINGLESS UNLESS YOU KNOW HOW TO HANDLE IT. AS YOU
PROGRESS THROUGH CAREER MODE, MASTERY OF THESE SPECIAL
ABILITIES WILL BE KEY TO YOUR SUCCESS.
RACING TIP
05
AGRO
ZONE
Allows you to plough through the
competition, swatting aside any car that
gets in your way. It is unlocked in Career
Mode and charged by driving cleanly. When
fully charged, Agro an be activated or used
at a later time by pressing the LB button.
Simulates the adrenaline rush of racing at
insane speeds by slowing down the world
around you to a crawl, allowing you to
squeeze around tight turns and through
narrow spaces with ease. Zone is unlocked
in Career Mode and charged by driving
cleanly. Collisions prevent the meter from
charging. Activate Zone by pressing the
LB button.
EMP
ROAR
An Electro Magnetic Pulse (EMP) that
temporarily disables the competition, giving
you the opportunity to zoom by. Unlocked
during Career Mode, the EMP meter can be
charged by driving cleanly. Once charged, hit
the LB button when competitors are near.
Roar sends out an engine rev so loud, traffic
will do anything it can to get out of the way.
It is unlocked in Career Mode and charged
by driving cleanly. When fully charged,
Roar can be activated by pressing the
LB button or saved for later use.
NITROUS BOOST
Equip your vehicle with nitrous tanks
from the garage to have this feature
available. Multiple tanks can be
installed, with each tank allowing you
to perform a nitrous Boost during a
race by pressing the X button. Using
nitrous gives your vehicle an incredible
acceleration boost. During a race, you
can refuel an empty nitrous tank by
driving through a gas station.
14
15
RACE EDITOR
OWN THE
STREETS
///
AS YOU GET TO KNOW THE STREETS OF
LOS ANGELES, YOU’LL START TO NOTICE
BACK ALLEYS, OFF-RAMPS AND TRAFFIC
HEAVY ROADS THAT WOULD MAKE
PERFECT COMPETITIVE LOCATIONS.
THE RACE EDITOR ALLOWS YOU TO
PUT YOUR IDEAS TO THE TEST.
You’ll be able to “drive and drop” through
the city or take a bird’s eye view and place
checkpoints at will. After your custom race
is created, you can take it for a test race.
Custom races can be shared and raced
online with other players.
RACING TIP
06
WEIGHT TRANSFER
ON BIKES
Holding the B button while turning on
a motorcycle will cause the rider to
shift his weight and lean into the turn.
Holding the B button while pulling
back on the Left Stick will allow the
rider to do wheelies. Pushing forward
on the Left Stick while holding the
B button will make the rider duck,
which will reduce drag and increase
your speed. Hitting the brakes in
combination with this last control is
the secret to performing stoppies.
16
GOAL ATTACK
Selectable through the
Pause Menu, Goal Attack
is a special mode that sets
specific challenges for each
of the races you’ve unlocked
in Career Mode.
Your challenges are:
// Win the race
// Win the race with less than the target damage
// Finish the race in under the specified time
// Achieve all goals in the same race
Completing these challenges will unlock special
Xbox 360 achievements.
17
SO YOU
THINK YOU’RE
THE BEST?
ONLINE
///
JUMP INTO ONLINE MODE TO TEST YOUR SKILLS AGAINST PLAYERS
FROM AROUND THE WORLD. ONLINE SESSIONS ARE EASILY
ACCESSIBLE THROUGH THE PAUSE MENU.
ONLINE CRUISE
Starting an Online Cruise will join you with
up to 15 other players in a cruise session.
Request a race and you can either join a
queued race or just continue to cruise.
Alternatively, build your own race with
the online race editor and post the race to
the queue. Note that your friends with
Midnight Club Los Angeles will have to
download the free South Central Map
Expansion to play online with you.
RANKED AND PLAYER
MATCHES
From the online menu choose to join or
host a Player or Ranked Match, single
events launched from a networking
lobby. In Player Matches, the host can
customize the game mode/race settings
and restrictions in the lobby. In Ranked
Matches, the game modes have a
predetermined default set up. Join a game,
choose your car, and signal that you’re
ready for the host to launch the game. After
completing a race or battle mode, you will
be returned to the lobby where the host
can change the settings, the race or game
mode, and then launch the game again. In
Ranked Matches, the game modes have a
predetermined default set up. Join a game,
choose your car, and signal that you’re
ready for the host to launch the game.
SPECTATOR MODE
Join a session that is already in the
middle of a race and spectate while you
wait to join the start of the next race.
RACE TYPES
FREE FOR ALL CAPTURE
THE FLAG
Race to collect a flag and return it to a drop
off point while other players try to steal the
flag. Once the flag has been dropped off,
a new flag spawns and players repeat the
process. The player who has met the score
limit or has the most captures when time
runs out wins.
BASEWAR CAPTURE THE FLAG
Team-based Capture the Flag where each
team has a flag that spawns in their base.
The goal is to acquire the other team’s flag
and bring it back to your team’s base. The
first team to meet the score limit or have the
most captures when time runs out wins.
SPLITBASE CAPTURE
THE FLAG
Team-based Capture the Flag, in which each
team has a base and a neutral flag spawns
between the teams. The goal is to acquire
the neutral flag and bring it to your team’s
base. The first team to meet the score limit
or have the most captures when time runs
out wins.
STOCKPILE
Free-for-all Capture the Flag with a twist. A
cluster of flags spawn, with the number of
flags one less than the number of players.
Return a flag to your base, then steal or
acquire another flag that has not been
picked up from the cluster. Once all the
flags in the cluster have been captured,
a new cluster spawns. The player who
has met the score limit or has the most
captures when time runs out wins. Watch
out, one flag in the cluster will be a bomb,
and you will not know until you pick it up.
Transfer the bomb to another player before
time runs out or your score will be docked.
18
SPLITBASE STOCKPILE
Team-based Stockpile where each team
has a base and a neutral cluster of flags
spawns between them. The goal is to
acquire the neutral flags and bring them to
your team’s base. Once all the flags in the
cluster have been captured, a new cluster
spawns. The team that meets the score
requirement first or has the most captures
when time runs out wins.
KEEPAWAY
A single flag spawns, and players must
race to acquire it. Only the Player who has
the flag acquires Flag Time while they
have possession of it. Flee pursuers so
they cannot steal the flag to gain Flag Time
themselves. The player who has the most
Flag Time when the game ends, wins the
match.
UNORDERED RACES
At the beginning of this race, all of the
checkpoints and the finish line will be laid
out. The order that you cross the checkpoints
is entirely up to you. The first racer through
all the checkpoints wins.
19
ARCADE MODE
IN ARCADE MODE, YOU’LL HAVE
THE OPTION TO QUICKLY JUMP
INTO YOUR FAVOURITE RACES.
DIRECTLY ACCESSIBLE THROUGH
THE PAUSE MENU, ARCADE
MODE LETS YOU SET UP AND
PRACTICE RACES HOWEVER AND
WHENEVER YOU WANT.
You’ll have the option of choosing
the race type, number of opponents,
difficulty, power up use, traffic,
weather, and time of day. Any
Ordered, Unordered, Circuit or
Landmark race you’ve unlocked
during Career Mode will be available.
20
21
CREDITS
// ROCKSTAR
SAN DIEGO
ART
Lead Artist
User Interface
Jerome Lacote
Todd Moulton
Lead Animator
Paul Lee
Art Direction
Animation
David Hong
Josh Lange
DongJun Kim
Andrew Wilson
Christy Swing
City Art
Character Art Lead
Edgar Acevedo
Tom Carroll
Hee-Chul Chang
Chris Deboda
Charlene Dunn
Philip Escobedo
Mary Ann Fernandes
Ben Herrera
Mike Hughes
Patrick Jamaa
Hank Jiang
William Kidwell
Yeon-Seon Kim
Jude Liberty
Ryan Pearo
Jody Pileski
David Riewald
Wallace Robinson
Frank Silas
Ruben Tavares
Michael Bagley
Devan Hammack
Jeff Junio
Scott Stoabs
Ted Bradshaw
Game Design
Joshua Bass
Troy Schram
Jason Castagna
Character Art
Marcellus Barnes
AUDIO
Lead Sound
Designer
PROGRAMMING
Lead Programmer
Michael Currington
Technical Director
Mark Beazley
Meshwerks
PRODUCTION
Senior Producer
Jay Panek
Producers
Thomas Johnstone
Todd LeMoine
Justin Link
Vaughn-Chaldy
Anthony Litton
Ayana Osada
Caleb Oglesby
Senior Lead Analyst
Lance Williams
Charles Burrell
Clark Harris
Franceska Clemens
Project Lead
Gregory Johnson
Brian Alcazar
Heather Silverman
Jameel Vega
Jaesun Celebre
John Zurhellen
Test Team
Jon Young
Adam Tetzloff
Kerry Shaw
Brian Planer
Marisa Palumbo
Bryan Rodriguez
Peter Adler
John Walter
Chris Choi
Phil Poli
Special Thanks
Katy Whitcher
Christopher Mansfield
Sanford Santacroce
Ayman Abifaker
Brady Whitehead
Christopher Plummer
Shawn Allen
Joaquin Barroeta
Glen Zachman
Curtis Reyes
Vincent Parker
Devin Smither
Gene Overton
Eric Beater
Jeff Bikas
Tony from 310 Motion
Eric Smith
Christopher Perry
Alex Borla
Picture Car Division
William Pfeil
David Borla
Autosport and Performance
James Dima
Russ Schaaf
Joshua Breindel
Baron Custom
James Eckersley
Matthew Smith
Christina Briseno
Borla Exhaust
Jay Capozello
Rob Trickey
Enrique Castillo
Church Automotive
Jeremiah Casey
Alden Ng
Seul Kee Chang
Custom Automotive
Marc Rodriguez
Alessandra Morra
Production
Assistant
Tom Hiett
Technical
Production
Design
Kirk Boornazian
Yomal Perera
QA Supervisor
Michael Crespo
QA Leads
David Branscom
Quality Assurance
Luke Brody
Ryan Satrappe
Tyson Hiener
Vehicle Art
Corey Shay
Gabe Landers
Ali Siddiqui
Pornpiroon Jow
David Finlay
Kenji Takeuchi
Malayawetch
Greg Rice
Nick Rodney
Associate Producer
Michael Alan Erickson STUDIO GROUP
Director of
Development
Alan Wasserman
Steve Reed
Daren Bader
Joshua Bass
Geoff Show
Jason Trew
Chris Vaughn
Allan Veletanlic
Joey Willard
Steven Waller
Adam Tedman
Alex Moulle-Berteaux
Alpher Xian
Alex Ehrath
GM Heritage Center
Michael Piccolo
Amelise Javier
John Fasal
JBA Racing
Mike Hong
Andrea Stapleton
Christopher Fuentes
Lake Forest Automotive
Mike Nathan
Andrew Gross
Nolan Gallagher
Symbolic Motor Car
Oswald Greene
Andrew Kleszczewski
Peter Woloszyn
Angus Wong
Phil Castanheira
Ben Jennings
Steve Haddad
Rich Huie
Ben Sutcliffe
Thomas Hiett
Sean Flaherty
Bill Woods
Tamara Carrion
Bruce Dugan
Alfredo Garcia
Company
Jason Garland
Undefeated
Mark Houlahan
Leonard Jefferson
Todd Jones
Gary Katsaris
Robert Katz
Joseph Kreiner
Tom Lee
JungHyun Lim
Scott C. Looney
Technical Art
Director
Publishing Team
Matthew Forman
Joey Kobara
Art Department
Director
Maryam Parwana
Matt Capozello
Christophe Junker
Creative Director
Motion Graphics
Family Classics
Aaron Hockstra
Chief Technology
Officer
Services
Helen Andriacchi
Francis Cortez
Shawn Church
Ian Luck
Rollo Luck
Jacko Luong
Nancy Martinez
El Maz
Enrique Munoz
Sean Murphy
22
Jeff Rosa
Adrien DeTray
James Miller
Nicole Griffee-Zuniga
Kris Roberts
Duc Trong
Rod Edge
Lazlow
VP of Quality
Assurance
Alastair MacGregor
Kevin Rose
Vehicle Tuning
Software Co., Ltd
Malcolm Shortt
Production Team
Glen Hernandez
Mark Robinson
Grant Werner
Wolfgang Engel
Mark Garone
Kristi Zimmerman
Vehicle
Technical Art
John Wang
Kevin Baca
Producer
Melissa Serocki
Adam Dickinson
Ben Padget
Jeff Pidsadny
The Russian Cowboy
John “Baron”
Stephen Russo
Sean Smith
Chris Wells
Digimation
Ken Murfitt
Scott Smalley
Kevin Robinson
Nathan Carlin
Kouros Moghaddam
Scott Schoennagel
Peg Ulanosky
Jeff Whitcher
Vehicle Lead Artist
DESIGN
Lead Designer
Michelle Miller
Weston Panek
Bruce Tucker
Aaron Robuck
Mike Nagatani
Walker Panek
Eyetronics
Steve Messinger
Brendon Thornton
Michael Mattes
Erika Birse
Raymond Kerr
Dennis Logashov
Ken Palos
Steven Von Kampen
Kyle Hansen
Jeff Roorda
Sarah Shafer
Jeffrey Ting
Randy Hsiao
Ryan Mack
Timothy S. O’Brien
Shanghai Art-Coding
Technical Art
Daniel Diaz
David Counts
Programming
Christian Kjeldsen
Derek Tarvin
Steve Reed
Programming
Dan Brockman
Eric Nieman
Slick
Devan Hammack
Tom De La Garza
Director of
Technology
Tyler Neal
Alive Interactive Media
Sound Design
Chris Bourassa
Brad Nelson
Eugene Foss
Matthew Myose
Paul Anderson
Additional Asset
Creation
Nassim Ait-Kaci
Michael Tran
Kelby Fuchs
Technical Director
Support
Dan Shepard
YehJean Kim
Taewoo Roh
David Etherton
David Stinchcomb
Corey Ross
Character Art
Direction
RAGE TECHNOLOGY
GROUP
Chief Software
Architect
// ROCKSTAR
NYC
Executive Producer
Chris Madgwick
Technical Manager
Ethan Abeles
Sam Houser
VP of Creative
Alex Horton
Visualization
Director
Steven Olds
VP of Product
Development
Jeronimo Barrera
Christopher Fiumano
CJ Gibson
Technical Analyst
Jared Raia
Dan Houser
Art Director
Chris Peterson
Craig Gilmore
Daniel Einzig
Daniel Heacox
Business
Development
Director
Sean Macaluso
Darlan Monterisi
David Manley
Elan Trybuch
Fred Navarrete
Gauri Khindaria
Soundtrack
Supervision
Gena Feist
Ivan Pavlovich
Greg Weller
Andi Hanley
Hamish Brown
Greg Lau
Harry Bernstein
Heloise Williams
23
CREDITS
Publishing Team
(CONT.)
Hugh Michaels
Jack Rosa
James Crocker
Steve Hahnel
TJ Usher
Zachary Gershman
Publishing Support
Jean Paul Moncada
Special Branch
Jeff Mayer
Zak Hill
Jelson Innocent
Jennifer Kolbe
Jerry Chen
European
Publishing Team
Senior Lead Testers
Localization Testers
HUGO
DAVE
Michele Kribel
Gerardo Rodriguez
Neko Parham
Rob Dunkin
Dennis J. Reinmueller
NIKOLAI
CHUNG HEE
Eddie Gibson
Tomàs-David Sallarès
Ivo Velon
Rob Yang
Steve Bell
Angel Galindo
LESTER
RODNEY
Steve McGagh
Martin Schwitzner
Village Dumetz
Danny Rockett
Mike Emeny
Benjamin Giacone
BRIAN
Jon Ealam
David Hoyte
Phil Deane
Dispatchers
Marc Rodriguez
Alexis Tilton
Marisa Palumbo
Chris Wells
Maryam Parwana
Mike Hong
Pedestrians
Nanette Mensah
Adrien DeTray
Nick Costa
JOE
Alex Arroyo
Nick Van Amburg
Chris Murray
Ben Curtis
Alex Levin
Oz Greene
Domhnall Campbell
JULIAN
Angus Wong
Phil Poli
Lead Testers
JIN
Gianpiero Ferraro
Christopher Larkin
Will Janowitz
Anthony Macbain
Rita Liberator
TOSHI
Jessica Blank
Anthony Dodd
Carl Young
Jesús Pérez Rosales
TREVOR
Ayana Osada
Stanton Sarjeant
Job Stauffer
Catriona Findlay
David Lawrence
Luca Castiglioni
Ephraim Benton
Jun Suenaga
Brandi Chaney-Giles
Tamara Carrion
John Webb
Cristiana Colombo
Andre Mountain
Michael Aigner
JEFF THE MECHANIC
TOMMY
Bryan Rodriguez
Taryn Myers
Jordan Chew
Dave Malcolm
Michael Bennett
Armando Riesco
Vaneik Echeverria
Caleb Oglesby
Sonia Perez
Josh Mirman
David Gomez
Pete Broughton
FUMIKO
Cassandra Nguyen
Josh Moskovitz
Diego Tobon
Dan Goddard
Katie Takahashi
Eugenia Thomas
Jurgen Mol
Emmanuel Tramblais
Will Riggott
MARTIN
VICTOR
Franceska Clemens
Perspective Studios
Keichia Bean
Federico Clonfero
Andrew Stewart-Jones
Marcos Palma
Greg Lau
Kerry Shaw
Giorgia Meneghesso
PETE
OSWALDO
Gregory Johnson
Laura Battistuzzi
Jochen Färber
Joey Auzenne
Pain in Da Ass
Heather Silverman
Linda Vezzoli
Jochen Till
Andrew Heathershaw
MARCEL
DORA
Jameel Vega
Iron Way Films
Lucien King
John Gordon
Tim Leigh
Ezra Knight
Leila Colom
Jay Capozello
Lyonel Tollemache
Leigh Harris
Lindsey Bennett
HENRY
MIGUEL
Jean-Pierre Moncada
Mark Adamson
Maikel Van Dijk
Joby Luckett
JD Williams
Mando Alvarado
Jennifer O’Reilly
Image Metrics
Marz Yamaguchi
Martin Alway
Ross Field
Jessica Miangolarra
Matt Smith
Michael Zigon
Craig Reeve
Michael Carnevale
Monica Puricelli
David Evans
Mike Torok
Nguyen Doan
Michael Griffiths
Mike Wolfe
Onno Bos
Mike Blackburn
Neil Bechtloff
Paris Vidalis
Chris Hyde
Neil Stephen
Paul Hooper
Ian McCarthy
Nicholas Patterson
Raquel García
Pete Duke
Nick Giovannetti
Simon Ramsey
Simon Watson
QA Testers
David Sheppard
Nick Van Amburg
Jason Trindall
Nijiko Walker
Gemma Harris
Patricia Pucci
Patrick Conroy
Paul Nicholls
Paul Yeates
Pei Chen
Pete Shima
Peter Field
Philip Doust
PJ Sim
Ramon Stokes
Ray Smiling
Richard Barnes
// ROCKSTAR
LINCOLN
Quality Assurance
Manager
Mark Lloyd
Deputy QA Manager
Rich Hole
Toby Hughes
Nathan Buchanan
Ben Newman
Matt Lunnon
Jim Cree
James McDonnell
Senior QA
Supervisors
Localization
Supervisor
Charlie Kinloch
Rita Liberator
Kevin Hobson
Rodney Walker
Nicholas Sell
Tim Bates
Richard Cole
Rob Gross
David Fahy
QA Supervisors
Chris Welsh
Senior Localization
Testers
Roger Bova
Matthew Hewitt
Rowan Hajaj
Phil Alexander
Paolo Ceccotti
Sean Hollenbach
Lee Johnson
Dominic Garcia
Sean Mackenzie
Andy Mason
Naomi Long
Shakira Wood
Siobhan Boes
Simon Ramsey
Stanton Sarjeant
24
François Fouchet
IT Supervisor
Nick McVey
// CUTSCENES
AND DIALOGUE
Dialogue Written By
Dan Houser
Anthony Litton
Gregory Johnson
Hugh Michaels
John Zurhellen
Lazlow
Michael Unsworth
Sanford Santacroce
Technical Direction
LA Street Racers
IAN
Craig “muMs” Grant
ANDRE
LA Cops
Judi Cabrera
Motion Recorded At
Motion Capture
Sound
Facial Animation
Rehearsal Studio
Ben Herrera
Julie Nunez
Dance Manhattan
Chris Knowings
Frank Silas
Keichia Bean
LATICIA
Jeffrey Whitcher
Koji Nonoyama
Nikkole Salter
John Ricchio
Lance Williams
Telsey & Company
LEON
Nassim Ait-Kaci
Lisa Fairclough
Donna Deseta Casting
Jason Wooten
Shawn Church
Casting
Alex Horton
Mondo Ghulam
Motion Capture
Directed By
Rod Edge
Dialogue Directed By
John Zurhellen
Dialogue Edited By
Anthony Litton
CAST
Main Cast Voice and
Motion Capture
PLAYER
Matthew Metzger
BOOKE
Martin McCoy
KAROL
Saul Stein
ANNIE
Nikki Snelson
ANDREW
Louis Changchien
DUB® and the Dub logo are trademarks of Dub Publishing, Inc. • Amoeba and the Amoeba Music mark and logo are trademarks
of Amoeba Music, Inc. • Magic Castle trademarks are the exclusive property of Magic Castle, Inc. Permission to use the Magic
Castle trademarks granted by Magic Castle, Inc. • Special thanks to Mitzi Shore and The World Famous Comedy Store. • Godiva,
the lady on horseback and the gold ballotin are registered trademarks. Used with permission. • © 2008 Bang & Olufsen and B&O
are registered trademarks. Used with permission. • Bvlgari trademarks and logos have been used with permission. • Permission to
use “Click it or Ticket” granted by National Highway Traffic Safety Administration (NHTSA), U.S. Department of Transportation. •
Santa Monica Pier sign is a registered trademark of the City of Santa Monica, California. • Holiday Inn is a registered trademark of Six
Continents Hotels, Inc. • All names, images, logos identifying Aston Martin are proprietary marks of Aston Martin. These trademarks
include, but are not limited to, product brand names- Aston Martin, Lagonda; vehicle model names - DB9, AMV8 Vantage, Vantage;
slogans - ‘Power, Beauty, Soul’, and ‘Car for Life’; logos and emblems. • Trademarks, design patents and copyrights are used with
the approval of the owner AUDI AG. • Chrysler 300C and its trade dress are trademarks of Chrysler LLC and are used under license.
© Chrysler LLC 200 • Dodge is a trademark of Chrysler Group LLC and is used under license by Rockstar Games © Chrysler Group
LLC 2009 • Licensed by Ducati Motor Holdings S.p.A. • Ford Oval and nameplates are registered trademarks owned and licensed by
Ford Motor Company. • General Motors Trademarks used under license to Rockstar Games, Inc. • Kawasaki Trademarks licensed
to Rockstar Games, Inc. • The trademarks, copyrights and design rights in and associated with the following Lamborghini vehicles
Murcielago Roadster, Gallardo Spyder, Miura are used under license from Lamborghini ArtiMarca S.p.A, Italy. •
Official Nissan
Product. Nissan, Datsun, 350Z, 240SX, Skyline GT-R R34, 280Z and associated symbols, emblems and designs are trademarks of
Nissan Motor Co., Ltd. and used under license to Rockstar Games. (81-19808-61722) • PIRELLI and
are trademarks of Pirelli
& C.S.p.A., P. Zero, P Zero System, Diablo and Dragon are trademarks of Pirelli Tyre S.p.A. • © 2008 Saleen, Inc. All Rights Reserved.
Saleen is a registered trademark of Saleen, Inc. S302 Extreme and S7 are also trademarks of Saleen, Inc. No unauthorized use
permitted. • Trademarks, design patents and copyrights are used with the permission of the owner Volkswagen AG. • All other marks
and trademarks are properties of their respective owners. All rights reserved.
Visit rockstargames.com/midnightclubla for in-game music credits.
25
THANK YOU
TO THE PARTNERS
///
WHO HAVE PROVIDED THEIR SUPPORT.
99-19808-61639
81-19808-61722
87-19808-61682
26
27
LI C E N S E & WAR R A NTY
LIMITED SOFTWARE WARRANTY AND LICENSE AGREEMENT
This limited software warranty and license agreement (this “Agreement”) may be periodically updated and the current version will be
posted at www.rockstargames.com/eula (the “Website”). Your continued use of the Software after a revised Agreement has been posted
constitutes your acceptance of its terms.
THE “SOFTWARE” INCLUDES ALL SOFTWARE INCLUDED WITH THIS AGREEMENT, THE ACCOMPANYING MANUAL(S), PACKAGING, AND
OTHER WRITTEN FILES, ELECTRONIC OR ON-LINE MATERIALS OR DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH SOFTWARE
AND ITS MATERIALS.
THE SOFTWARE IS LICENSED, NOT SOLD. BY OPENING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE,
AND ANY OTHER MATERIALS INCLUDED WITH THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITH
THE UNITED STATES COMPANY TAKE-TWO INTERACTIVE SOFTWARE, INC. (“LICENSOR”), AS WELL AS THE PRIVACY POLICY LOCATED AT
www.rockstargames.com/privacy AND TERMS OF SERVICE LOCATED AT www.rockstargames.com/legal.
PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED
TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.
LICENSE
Subject to this Agreement and its terms and conditions, Licensor hereby grants you a nonexclusive, non-transferable, limited, and revocable
right and license to use one copy of the Software for your personal, non-commercial use for gameplay on a single Game Platform (e.g.
computer, mobile device, or gaming console) unless otherwise expressly specified in the Software documentation. Your license rights are
subject to your compliance with this Agreement. The term of your license under this Agreement shall commence on the date that you install
or otherwise use the Software and ends on the earlier date of either your disposal of the Software or the termination of this Agreement
(see below).
The Software is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Software is being transferred or
assigned and this Agreement should not be construed as a sale of any rights in the Software. Licensor retains all right, title, and interest
to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles,
computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works,
and moral rights. The Software is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. The
Software may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without prior written consent from
Licensor. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium, will be willfully
violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country. Be advised that U.S. copyright
violations are subject to statutory penalties of up to $150,000 per violation. The Software contains certain licensed materials and Licensor’s
licensors may also protect their rights in the event of any violation of this Agreement. All rights not expressly granted under this Agreement
are reserved by Licensor and, as applicable, its licensors.
LICENSE CONDITIONS
You agree not to:
commercially exploit the Software;
distribute, lease, license, sell, rent, convert into convertible currency, or otherwise transfer or assign the Software, or any copies of the
Software, including but not limited to Virtual Goods or Virtual Currency (defined below) without the express prior written consent of
Licensor or as expressly set forth in this Agreement;
make a copy of the Software or any part thereof (other than as set forth herein);
make a copy of the Software available on a network for use or download by multiple users;
except as otherwise specifically provided by the Software or this Agreement, use or install the Software (or permit others to do same) on a
network, for on-line use, or on more than one computer or gaming unit at the same time;
copy the Software onto a hard drive or other storage device in order to bypass the requirement to run the Software from the included CDROM or DVD-ROM (this prohibition does not apply to copies in whole or in part that may be made by the Software itself during installation
in order to run more efficiently);
use or copy the Software at a computer gaming center or any other location-based site; provided, that Licensor may offer you a separate
license agreement to make the Software available for commercial use;
reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the Software, in
whole or in part;
remove or modify any proprietary notices, marks, or labels contained on or within the Software;
restrict or inhibit any other user from using and enjoying any online features of the Software;
cheat or utilize any unauthorized robot, spider, or other program in connection with any online features of the Software;
violate any terms, policies, licenses, or code of conduct for any online features of the Software; or
transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Software by any U.S. export laws or
regulations or U.S. economic sanctions or otherwise violate any laws or regulations, or the laws of the country in which the Software was
obtained, which may be amended from time to time.
ACCESS TO SPECIAL FEATURES AND/OR SERVICES, INCLUDING DIGITAL COPIES: Software download, redemption of a unique serial
code, registration of the Software, membership in a third-party service and/or membership in a Licensor service (including acceptance of
related terms and policies) may be required to activate the Software, access digital copies of the Software, or access certain un-lockable,
downloadable, online, or other special content, services, and/or functions (collectively, “Special Features”). Access to Special Features
is limited to a single User Account (as defined below) per serial code and access to Special Features cannot be transferred, sold, leased,
licensed, rented, converted into convertible virtual currency, or re-registered by another user unless otherwise expressly specified. The
provisions of this paragraph supersede any other term in this Agreement.
TRANSFER OF PRE-RECORDED COPY LICENSE: You may transfer the entire physical copy of pre-recorded Software and accompanying
documentation on a permanent basis to another person as long as you retain no copies (including archival or backup copies) of the
Software, accompanying documentation, or any portion or component of the Software or accompanying documentation, and the recipient
agrees to the terms of this Agreement. Transfer of the pre-recorded copy license may require you to take specific steps, as set forth in the
Software documentation. You may not transfer, sell, lease, license, rent, or convert into convertible virtual currency any Virtual Currency or
Virtual Goods except as expressly set forth in this Agreement or with Licensor’s prior written consent. Special Features, including content
otherwise unavailable without a single-use serial code, are not transferrable to another person under any circumstances, and Special
Features may cease functioning if the original installation copy of the Software is deleted or the pre-recorded copy is unavailable to the
user. The Software is intended for private use only. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER ANY PRE-RELEASE
COPIES OF THE SOFTWARE.
TECHNICAL PROTECTIONS: The Software may include measures to control access to the Software, control access to certain features or
content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under
this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the
Software and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other
security devices designed to prevent the unauthorized access, use, and copying of the Software, or any portions or components thereof,
including any violations of this Agreement. Licensor reserves the right to monitor use of the Software at any time. You may not interfere with
28
such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly.
If the Software permits access to Special Features, only one copy of the Software may access those Special Features at one time. Additional
terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a
valid license can be used to access online services, including downloading updates and patches. Except as otherwise prohibited by applicable
law, Licensor may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any
related services and products, at any time without notice for any reason whatsoever.
USER CREATED CONTENT: The Software may allow you to create content, including, but not limited to, a gameplay map, scenario, screenshot,
car design, item, or video of your game play. In exchange for use of the Software, and to the extent that your contributions through use of
the Software give rise to any copyright interest, you hereby grant Licensor an exclusive, perpetual, irrevocable, fully transferable, and sublicensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related
goods and services, including, but not limited to, the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit,
or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further
notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and
international conventions. You hereby waive and agree never to assert any moral rights of paternity, publication, reputation, or attribution with
respect to Licensor’s and other players’ use and enjoyment of such assets in connection with the Software and related goods and services
under applicable law. This license grant to Licensor, and terms above regarding any applicable moral rights, will survive any termination of
this Agreement.
INTERNET CONNECTION: The Software may require an internet connection to access internet-based features, authenticate the Software, or
perform other functions.
USER ACCOUNTS: In order to use the Software or a software feature, or for certain features of the Software to operate properly, you may be
required to have and maintain a valid and active user account with an online service, such as a third-party gaming platform or social network
account (“Third-Party Account”), or an account with Licensor or a Licensor affiliate, as set forth in the Software documentation. If you do
not maintain such accounts, then certain features of the Software may not operate or may cease to function properly, either in whole or in
part. The Software may also require you to create a Software-specific user account with Licensor or a Licensor affiliate (“User Account”) in
order to access the Software and its functionality and features. Your User Account log-in may be associated with a Third-Party Account. You
are responsible for all use and the security of your User Accounts and any Third-Party Accounts that you use to access and use the Software.
VIRTUAL CURRENCY AND VIRTUAL GOODS
If the Software allows you to purchase and/or earn though play a license to use Virtual Currency and Virtual Goods, the following additional
terms and conditions apply.
VIRTUAL CURRENCY & VIRTUAL GOODS: The Software may enable users to (i) use fictional virtual currency as a medium of exchange
exclusively within the Software (“Virtual Currency” or “VC”) and (ii) gain access to (and certain limited rights to use) virtual goods within
the Software (“Virtual Goods” or “VG”). Regardless of the terminology used, VC and VG represent a limited license right governed by this
Agreement. Subject to the terms of and compliance with this Agreement, Licensor hereby grants you the nonexclusive, non-transferable,
non-sublicensable, limited right and license to use VC and VG obtained by you for your personal non-commercial gameplay exclusively within
the Software. Except as otherwise prohibited by applicable law, VC and VG obtained by you are licensed to you, and you hereby acknowledge
that no title or ownership in or to VC and VG is being transferred or assigned hereunder. This Agreement should not be construed as a sale of
any rights in VC and VG.
VC and VG do not have an equivalent value in real currency and do not act as a substitute for real currency. You acknowledge and agree that
Licensor may revise or take action that impacts the perceived value of or purchase price for any VC and/or VG at any time except as prohibited
by applicable law. VC and VG do not incur fees for non-use; provided, however, that the license granted hereunder to VC and VG will terminate
in accordance with the terms and conditions of this Agreement and the Software documentation, when Licensor ceases providing the Software,
or this Agreement is otherwise terminated. Licensor, in its sole discretion, reserves the right to charge fees for the right to access or use VC or
VG and/or may distribute VC or VG with or without charge.
EARNING & PURCHASING VIRTUAL CURRENCY AND VIRTUAL GOODS: You may have the ability to purchase VC or to earn VC from Licensor
for the completion of certain activities or accomplishments in the Software. For example, Licensor may provide VC or VG upon the completion
of an in-game activity, such as attaining a new level, completing a task, or creating user content. Once obtained, VC and/or VG will be credited
to your User Account. You may purchase VC and VG only within the Software, or through a platform, participating third-party online store,
application store, or other store authorized by Licensor (all referred to herein as “Software Store”). Purchase and use of in-game items or
currency through a Software Store are subject to the Software Store’s governing documents, including but not limited to, the Terms of Service
and User Agreement. This online service has been sublicensed to you by the Software Store. Licensor may offer discounts or promotions on
the purchase of VC, and such discounts and promotions may be modified or discontinued by Licensor at any time without notice to you. Upon
completing an authorized purchase of VC from an Application Store, the amount of purchased VC will be credited to your User Account. The
Licensor shall establish a maximum amount you may spend to purchase VC per transaction and/or per day, which may vary depending on the
associated Software. Licensor, in its sole discretion, may impose additional limits on the amount of VC you may purchase or use, how you
may use VC, and the maximum balance of VC that may be credited to your User Account. You are solely responsible for all VC purchases made
through your User Account regardless of whether or not authorized by you.
BALANCE CALCULATION: You can access and view your available VC and VG in your User Account when logged into your User Account.
Licensor reserves the right, in its sole discretion, to make all calculations regarding the available VC and VG in your User Account. Licensor
further reserves the right, in its sole discretion, to determine the amount of and manner in which VC is credited and debited from your User
Account in connection with your purchase of VG or for other purposes. While Licensor strives to make all such calculations on a consistent and
reasonable basis, you hereby acknowledge and agree that Licensor’s determination of the available VC and VG in your User Account is final,
unless you can provide documentation to Licensor that such calculation was or is intentionally incorrect.
USING VIRTUAL CURRENCY AND VIRTUAL GOODS: All purchased in-game Virtual Currency and/or Virtual Goods may be consumed or lost
by players in the course of gameplay according to the game’s rules applicable to currency and goods, which may vary depending on the
associated Software. VC and VG may only be used within the Software, and Licensor, in its sole discretion, may limit use of VC and/or VG to
a single game. The authorized uses and purposes of VC and VG may change at any time. Your available VC and/or VG as shown in your User
Account will be reduced each time you use VC and/or VG within the Software. The use of any VC and/or VG constitutes a demand against and
withdrawal from your available VC and/or VG in your User Account. You must have sufficient available VC and/or VG in your User Account in
order to complete a transaction within the Software. VC and/or VG in your User Account may be reduced without notice upon the occurrence of
certain events related to your use of the Software: For example, you may lose VC or VG upon the loss of a game or the death of your character.
You are responsible for all uses of VC and/or VG made through your User Account, regardless of whether or not authorized by you. You must
notify Licensor immediately upon discovering the unauthorized use of any VC and/or VG made through your User Account by submitting a
support request at www.rockstargames.com/support.
NON-REDEEMABLE: VC and VG may only be redeemed for in-game goods and services. You may not sell, lease, license, or rent VC or VG,
convert them into convertible VC. VC and VG may only be redeemed for in-game goods or services and are not redeemable for any sum of
money or monetary value or other goods from Licensor or any other person or entity at any time, except as expressly provided herein or
otherwise required by applicable law. VC and VG have no cash value, and neither Licensor nor any other person or entity has any obligation to
exchange your VC or VG for anything of value, including, but not limited to, real currency.
NO REFUND: All purchases of VC and VG are final and under no circumstances will such purchases be refundable, transferable, or exchangeable.
Except as prohibited by applicable law, Licensor has the absolute right to manage, regulate, control, modify, suspend, and/or eliminate such VC
and/or VG as it sees fit in its sole discretion, and Licensor shall have no liability to you or anyone else for the exercise of such rights.
29
LI C E N S E & WAR R A NTY
NO TRANSFERS: Any transferring, trading, selling, or exchanging of any VC or VG to anyone, other than in game play using the Software
as expressly authorized by Licensor (“Unauthorized Transactions”), including, but not limited to, among other users of the Software, is not
sanctioned by Licensor and is strictly forbidden. Licensor reserves the right, in its sole discretion, to terminate, suspend, or modify your User
Account and your VC and VG and terminate this Agreement if you engage in, assist in, or request any Unauthorized Transactions. All users
who participate in such activities do so at their own risk and hereby agree to indemnify and hold harmless Licensor, its partners, licensors,
affiliates, contractors, officers, directors, employees, and agents from all damages, losses and expenses arising directly or indirectly from
such actions. You acknowledge that Licensor may request that the applicable Application Store stop, suspend, terminate, discontinue, or
reverse any Unauthorized Transaction, regardless of when such Unauthorized Transaction occurred (or has yet to occur) when it suspects or
has evidence of fraud, violations of this Agreement, violations of any applicable law or regulation, or any intentional act designed to interfere
or that otherwise has the effect of or may have the effect of intervening in any way with the operation of the Software. If we believe or have
any reason to suspect that you have engaged in an Unauthorized Transaction, you further agree that Licensor may, in its sole discretion,
restrict your access to your available VC and VG in your User Account or terminate or suspend your User Account and your rights to any VC,
VG, and other items associated with your User Account.
LOCATION: VC is only available to customers in certain locations. You may not purchase or use VC if you are not in an approved location.
SOFTWARE STORE TERMS
This Agreement and the provision of the Software through any Software Store (including the purchase of VC or VG) is subject to the
additional terms and conditions set forth on or in or required by the applicable Software Store and all such applicable terms and conditions
are incorporated herein by this reference. Licensor is not responsible or liable to you for any credit card or bank-related charges or
other charges or fees related to your purchase transactions within the Software or through a Software Store. All such transactions are
administered by the Software Store, not Licensor. Licensor expressly disclaims any liability for any such transactions, and you agree that
your sole remedy regarding all transactions is from or through such Software Store.
This Agreement is solely between you and Licensor, and not with any Software Store. You acknowledge that the Software Store has no
obligation to furnish any maintenance or support services to you in connection with the Software. Except for the foregoing, to the maximum
extent permitted by applicable law, the Software Store will have no other warranty obligation whatsoever with respect to the Software. Any
claim in connection with the Software related to product liability, a failure to conform to applicable legal or regulatory requirements, claims
under consumer protection or similar legislation or intellectual property infringement are governed by this Agreement, and the Software
Store is not responsible for such claims. You must comply with the Software Store Terms of Service and any other Software Store applicable
rules or policies. The license to the Software is a non-transferable license to use the Software only on an applicable device that you own
or control. You represent that you are not located in any U.S.-embargoed countries or other geographical areas or on the U.S. Treasury
Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s list or Entity List. The Software
Store is a third-party beneficiary to this Agreement and may enforce this Agreement against you.
INFORMATION COLLECTION & USAGE
By installing and using the Software, you consent to the information collection and usage terms set forth in this section and Licensor’s
Privacy Policy, including (where applicable) (i) the transfer of any personal information and other information to Licensor, its affiliates,
vendors, and business partners, and to certain other third parties, such as governmental authorities, in the U.S. and other countries located
outside Europe or your home country, including countries that may have lower standards of privacy protection; (ii) the public display of
your data, such as identification of your user-created content or displaying your scores, ranking, achievements, and other gameplay data
on websites and other platforms; (iii) the sharing of your gameplay data with hardware manufacturers, platform hosts, and Licensor’s
marketing partners; and (iv) other uses and disclosures of your personal information or other information as specified in the abovereferenced Privacy Policy, as amended from time to time. If you do not want your information used or shared in this manner, then you
should not use the Software.
For the purposes all data privacy issues, including the collection, use, disclosure, and transfer of your personal information and other
information, the Privacy Policy located at www.rockstargames.com/privacy, as amended from time to time, takes precedence over any
other statement in this Agreement.
WARRANTY
LIMITED WARRANTY: Licensor warrants to you (if you are the initial and original purchaser of the Software but not if you obtain the prerecorded Software and accompanying documentation as a transfer from the original purchaser) that the original storage medium holding
the Software is free from defects in material and workmanship under normal use and service for 90 days from the date of purchase. Licensor
warrants to you that the Software is compatible with a personal computer meeting the minimum system requirements listed in the Software
documentation or that it has been certified by the gaming unit producer as compatible with the gaming unit for which it has been published.
However, due to variations in hardware, software, internet connections, and individual usage, Licensor does not warrant the performance of
the Software on your specific computer or gaming unit. Licensor does not warrant against interference with your enjoyment of the Software;
that the Software will meet your requirements; that operation of the Software will be uninterrupted or error-free; or that the Software will
be compatible with third-party software or hardware or that any errors in the Software will be corrected. No oral or written advice provided
by Licensor or any authorized representative shall create a warranty. Because some jurisdictions do not allow the exclusion of or limitations
on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations
may not apply to you.
If for any reason you find a defect in the storage medium or Software during the warranty period, Licensor agrees to replace, free of charge,
any Software discovered to be defective within the warranty period as long as the Software is currently being manufactured by Licensor.
If the Software is no longer available, Licensor retains the right to substitute a similar piece of Software of equal or greater value. This
warranty is limited to the storage medium and the Software as originally provided by Licensor and is not applicable to normal wear and
tear. This warranty shall not be applicable and shall be void if the defect has arisen through abuse, mistreatment, or neglect. Any implied
warranties prescribed by statute are expressly limited to the 90-day period described above.
Except as set forth above, this warranty is in lieu of all other warranties, whether oral or written, express or implied, including any other
warranty of merchantability, fitness for a particular purpose, or non-infringement, and no other representations or warranties of any kind
shall be binding on Licensor.
When returning the Software subject to the limited warranty above, please send the original Software only to Licensor address specified
below and include: your name and return address; a photocopy of your dated sales receipt; and a brief note describing the defect and the
system on which you are running the Software.
INDEMNITY
You agree to indemnify, defend, and hold Licensor, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents
harmless from all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software
pursuant to the terms of the Agreement.
IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION,
USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL,
COMPUTER FAILURE OR MALFUNCTION, AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY
DAMAGE, OR LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WHETHER
OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S LIABILITY FOR ALL
DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS HEREUNDER BY YOU, REGARDLESS OF THE FORM
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TE C H NI C A L S U PPO RT
OF ACTION, EVER EXCEED THE GREATER OF THE FEES PAID BY YOU TO LICENSOR FOR THE PRECEDING TWELVE (12) MONTH PERIOD FOR
ANYTHING RELATING TO THE SOFTWARE OR US$200, WHICHEVER IS GREATER.
BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR THE
EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DEATH, OR PERSONAL INJURY RESULTING
FROM NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, THESE LIMITATIONS AND/OR EXCLUSIONS AND ANY EXCLUSION OR LIMITATION
OTHERWISE RESULTING FROM THE ABOVE INDEMNITY MAY NOT APPLY TO YOU. THIS WARRANTY SHALL NOT BE APPLICABLE SOLELY TO
THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS WARRANTY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH
CANNOT BE PRE-EMPTED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM
JURISDICTION TO JURISDICTION.
WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK AND OTHER PORTIONS OF THE INTERNET, WIRELESS
NETWORKS, OR OTHER THIRD-PARTY NETWORKS. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF THE INTERNET AND
WIRELESS SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES MAY
IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF. WE CANNOT GUARANTEE
THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THIRDPARTY ACTIONS OR INACTIONS THAT IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS
THEREOF OR THE USE OF THE SOFTWARE AND RELATED SERVICES AND PRODUCTS.
TERMINATION
This Agreement is effective until terminated by you or by the Licensor. This Agreement automatically terminates when Licensor ceases to
operate the Software servers (for games exclusively operated online), if Licensor determines or believes your use of the Software involves or
may involve fraud or money laundering or any other illicit activity, or upon your failure to comply with terms and conditions of this Agreement,
including, but not limited to, the License Conditions above. You may terminate this Agreement at any time by (i) requesting Licensor to
terminate and delete your User Account that is used to access or use the Software using the method set forth in the Terms of Service or (ii)
destroying and/or deleting any and all copies of all Software in your possession, custody, or control. Deleting the Software from your Game
Platform will not delete the information associated with your User Account, including any VC and VG associated with your User Account. If you
reinstall the Software using the same User Account, then you may still have access to your prior User Account information, including any VC
and VGassociated with your User Account. However except as otherwise prohibited by applicable law, if your User Account is deleted upon
termination of this Agreement for any reason, all VC and/or VGassociated with your User Account will also be deleted, and you will no longer
be available for use the Software or any VC or VG associated with your User Account. If this Agreement terminates due to your violation of
this Agreement, Licensor may prohibit you from re-registering or re-accessing the Software. Upon any termination of this Agreement, you
must destroy or return the physical copy of Software to Licensor, as well as permanently destroy all copies of the Software, accompanying
documentation, associated materials, and all of its component parts in your possession or control, including from any client server, computer,
gaming unit, or mobile device on which it has been installed. Upon termination of this Agreement, your rights to use the Software, including
any VC or VG associated with your User Account, will terminate immediately, and you must cease all use of the Software. The termination of
this Agreement will not affect our rights or your obligations arising under this Agreement.
U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and documentation have been developed entirely at private expense and are provided as “Commercial Computer Software” or
“restricted computer software.” Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the
restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clauses in DFARS 252.227-7013 or as
set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clauses at FAR 52.227-19, as applicable. The
Contractor/Manufacturer is Licensor at the location listed below.
EQUITABLE REMEDIES
You hereby agree that if the terms of this Agreement are not specifically enforced, Licensor will be irreparably damaged, and therefore you
agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect any of
this Agreement, including temporary and permanent injunctive relief, in addition to any other available remedies.
TAXES AND EXPENSES
You shall be responsible for and shall pay and shall indemnify and hold harmless Licensor and any and all of its affiliates, officers, directors, and
employees against all taxes, duties, and levies of any kind imposed by any governmental entity with respect to the transactions contemplated
under the this Agreement, including interest and penalties thereon (exclusive of taxes on Licensor’s net income), irrespective of whether
included in any invoice sent to you at any time by Licensor. You shall provide copies of any and all exemption certificates to Licensor if you
are entitled to any exemption. All expenses and costs incurred by you in connection with your activities hereunder, if any, are your sole
responsibility. You are not entitled to reimbursement from Licensor for any expenses, and will hold Licensor harmless therefrom.
TERMS OF SERVICE
All access to and use of the Software is subject to this Agreement, the applicable Software documentation, Licensor’s Terms of Service, and
Licensor’s Privacy Policy, and all terms and conditions of the Terms of Service are hereby incorporated into this Agreement by this reference.
These agreements represent the complete agreement between you and Licensor relating to use of the Software and related services and
products and supersede and replace any prior agreements between you and Licensor, whether written or oral. To the extent there is a conflict
between this Agreement and the Terms of Service, this Agreement shall control.
MISCELLANEOUS
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to
make it enforceable and the remaining provisions of this Agreement shall not be affected.
GOVERNING LAW
This Agreement shall be construed (without regard to conflicts or choice of law principles) under the laws of the State of New York, as such law
is applied to agreements between New York residents entered into and to be performed within New York, except as governed by federal law.
Unless expressly waived by Licensor in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue
for actions related to the subject matter hereof shall be the state and federal courts located in Licensor’s principal corporate place of business
(New York County, New York, U.S.A.). You and Licensor consent to the jurisdiction of such courts and agree that process may be served in the
manner provided herein for giving of notices or otherwise as allowed by New York state or federal law. You and Licensor agree that the UN
Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction
arising out of this Agreement.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, YOU MAY CONTACT US IN WRITING AT: TAKE-TWO INTERACTIVE
SOFTWARE, INC., 622 BROADWAY, NEW YORK, NY 10012.
TECHNICAL SUPPORT
If you are experiencing technical difficulties, please visit www.rockstargames.com/support for the latest support contact information and
answers to frequently-asked questions. We offer support via web, email, phone, and Twitter.
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