Waiver And Release Of Liability Form For Players: Fill & Download for Free

On the night of Friday June 7, 2013, a pre-wedding party was in progress at the Cavalli Club – named after the renowned Italian fashion designer Roberto Cavalli – within the 5-star luxury Fairmont Hotel in Dubai. There was champagne in abundance and some of the performers on ground for the all-night gig included DJ Jimmy Jatt, leading comedian, Basketmouth, singer Wizkid and rapper Naeto C. It was the summer party to be at.The next day, the wedding proper held at the JW Marriot Marquis Hotel on the same street. Most of the floors at the hotel and the nearby Mirage Palace were occupied by the over 300 guests who had flown in for the wedding from Nigeria to attend. Over 40 private jets were buzzing in and out of the United Arab Emirates with sitting governors, senators, traditional rulers, government officials, politicians and businessmen.The entire weekend was, as tabloids will call it, awash with pomp and pageantry. The groom was Oluwatosin Omokore, first son of Olajide Omokore, a maverick oil trader; and his bride was Faiza Fari, first daughter of Abdulkadir Fari, then Permanent Secretary, Ministry of Petroleum Resources. Encomium Magazine reported that souvenirs at the wedding rumoured to have cost an estimated $8 million (N1.2 billion using the exchange rate at the time), included the Blackberry Q10 released in January of that year, other smartphones, Bang & Olufsen luxury speakers.In the aftermath, the then Nigerian president, Goodluck Jonathan, acting on the recommendation of his petroleum minister and Mr. Fari’s boss, Diezani Alison-Madueke,suspended and later redeployed the father of the bride to another parastatal. His accounts were also reportedly frozen by the Economic & Financial Crimes Commission, EFCC. An insider at the ministry told The Nation newspaper that the wedding was deemed too lavish for a civil servant to fund and that in allowing his daughter marry the son of a major player in his sector, Mr. Musa had triggered a conflict of interest.In reality, the wedding had been primarily funded by Mr. Omokore who understandably spared no cost to give his first son the gift of a good wedding. Mr. Fari who reportedly had been a little too strict in demanding due process on some deals relating to marginal oilfields, was simply the sacrificial lamb who had to go for delaying Mrs. Alison-Madueke’s desires. He was one of many in a revolving door policy that saw five group managing directors and several permanent secretaries exit the Nigerian National Petroleum Corporation, NNPC, in the five years of Mrs. Alison-Madueke’s tenure.Back in May 2010, the death of Umaru Musa Yar’adua precipitated the ascension of Goodluck Jonathan as Nigeria’s president. There was pressure on him from his kinsmen and others within the enclave of the People’s Democratic Party, PDP, to run for the 2011 elections. It was only expedient to turn to the Ministry of Petroleum Resources, a major source of election funding for incumbents since the return of democracy in 1999.To ensure a smooth process, Rilwanu Lukman, the incumbent minister who favoured a restructuring of NNPC into a full commercial entity, was replaced with Diezani Alison-Madueke in a cabinet reshuffle. Mrs. Alison-Madueke eventually became like an unofficial prime minister. From then till May 2015 when the Muhammadu Buhari presidency took over; anyone that stood in her way was removed either by her personally or the presidency acting on her recommendations.In an era where Nigeria earned over N51 trillion from oil and the commodity price peaked at $112 per barrel, it was the best of times to have the listening ears of the president and the discretionary powers of an oil minister as enshrined in the Petroleum Act of 1969. In that five-year period, Mrs. Alison-Madueke, whose name means ‘look before you leap’ in her native Ijaw, leapt to unbelievable levels of immense influence and the accompanying affluence.DIEZANI’S CHILDHOODBorn Diezani Kogbeni Agama in the city of Port Harcourt two months after Nigeria’s independence, the young girl had a decent childhood as the third of six children. Her father Frederick Agama – had a distinguished career at Shell Petroleum Development Company (SPDC) as a management executive before retiring to become a traditional ruler of the Epie-Atissa Clan in Yenaka, Bayelsa State. Her mother, Beatrice Agama, is a retired schoolteacher. Though her parents were not as wealthy as rumoured, they lived a decent life by all standards. She grew up at the Shell residential camp in Rumuomasi, Port Harcourt and schooled in Warri, Port Harcourt and Mubi.An intervention from her maternal grandfather N. K. Porbeni, a renowned Ijaw chief from Delta State led her to study architecture rather than the creative arts. “He travelled all the way from Warri [to the UK] to tell me in no uncertain terms that my father hadn’t spent all that money on my education for me to study Fine Art”, she said in a 2007 interview.Mrs. Alison-Maueke began her architecture training in the UK. It is unclear why she abandoned her studies in the UK, but she later moved to the United States to do a 5-year architecture course at Howard University. She graduated in 1992. Right after her graduation from Howard, she was employed by SPDC and would continue to go through the ranks, heading strategy and planning team handling its joint ventures with the NNPC. By this time, she was married to a former military governor of Imo and Enugu State, Alison Madueke.In 2006, she was appointed Executive Director, Facilities, becoming the company’s first female Nigerian director in its entire history. Ann Pickard, the controversial American who headed Shell’s operations in Nigeria from 2005-2010 fast-tracked her from mid-level executive, singling out her and other promising young women for top roles. Perhaps Ms. Pickard, believed to have placed moles in the Nigerian government –according to US diplomatic cables leaked by Wikileaks – and described as “having a willingness to manipulate every available political angle to further the company’s interests”, saw a reflection of herself in the younger woman.While at Shell, she was rumoured to be involved in contract racketeering and it was not uncommon to see staff in the corridor whispering about her dirty deals during lunch breaks. “The Business Integrity Department takes time to act”, an insider in Shell Nigeria revealed on the condition of anonymity, because the company strictly forbids unauthorised persons from talking to the media. “It can be tracking an executive for years, so it would have caught up on her activities sooner or later. She got away with it because she was ED for just over a year.”In July 2007, she was named Minister of Transport. Her tenure was brief and uneventful save for when she wept openly in August that year while inspecting a bad road. Between December 2008 and March 2010, she was heading the Ministry of Mines & Steel Development.During her time in the Ministry of Mines & Steel Development, it funded ‘Hollywood Glamour Collection’, a new limited-edition collection of Nigerian gold and gemstone jewelry by the popular jeweler Chris Aire. The collection was unveiled at an exclusive event in Beverly Hills, California on April 7, 2010, barely hours after Mrs. Alison-Madueke had been moved to the petroleum ministry. In the months after, Mr. Aire registered new companies for the sole purpose of being awarded questionable contracts to handle crude lifting, earning over an estimated $30,000 daily.Her royal heritage, love for jewellery, style and the finer things of life inevitably drew swift comparisons with the late Princess Diana of Great Britain. In time, friends, well-wishers and hangers-on began to call her Princess Di.THE MENOne of these hangers-on was Donald Chidi Amamgbo, the lawyer who reportedly became her lover for a while when they met at Howard. Usually described by the Nigerian press as her cousin, he hails from Imo State, not Bayelsa and runs a thriving U.S.-based legal practice, Amamgbo & Associates. In 2012, he was put on probation by the state bar of California for misconduct.When government appointees and politicians in general assume office, friends, well-wishers, government contractors and stakeholders in their specific industry find ways to contact them through their network, sending unsolicited gifts to them and their relatives and taking out pages in the newspapers for congratulatory advertorials.“When someone sends you a $10,000 watch here or expensive jewellery there with no favours asked, you have to call one day to say thanks and have the person visit”, said a former staff of the ministry, who asked not to be named because he still works for the government and has not been permitted to talk to the press. “Or your daughter calls from Dubai that an unknown person paid her tuition for two years and sublet an apartment for her. Can you say no? Even the Bible says it that ‘A man’s gift maketh a way for him’.”No one knows for sure which gifts came to Mrs. Alison-Madueke from some of the men at the centre of the storm in her world today. But they worked regardless because they became her close associates soon enough. There was Kola Aluko, an oil trader seeking a big break; Mr. Omokore, a shipping magnate looking to diversify and swell his fortune. There were also the fronts and middlemen, Benedict Peters and Walter Wagbatsoma.One of the many billionaire conquests of supermodel Naomi Campbell, Mr. Aluko was born and bred in Lagos as one of the nine children of Akanni Aluko, a geologist and popular traditional chief in Ilesha, Osun State. His first reported stint in the oil business was in 1995, after years of wandering through the pharmaceutics and automobile industries, when he cofounded Besse Oil, an oil trading firm. By the mid-2000s, one of his serial companies, Exoro Energy International merged with a partner firm, Weatherford, to become Seven Energy. It was run by Aluko who had one per cent equity, alongside Mr. Omokore and a third man, Phillip Ihenacho.Kogi-born Mr. Omokore, who was given the title of Elegbe of Egbe in his hometown in October 2014 for his commitment to his town, was an affiliate of the People’s Democratic Party (PDP) from state to national level. As a government financier, he was rewarded with waivers and mega contracts from agriculture to oil & gas.From time to time, there were contingency bailouts requested by members of the inner caucus of government. After the 2012 flooding disaster, he donated N50 million to the victims.In February 2014, Lamido Sanusi, then governor of the central bank was suspended by Mr. Jonathan after a controversial statement about missing $20 billion in crude oil earnings. According to an insider in the oil & gas sector who did not want to be identified due to his current position, Mr. Omokore allegedly doled out $200,000 to a number of local journalists to begin a campaign against the outspoken central bank governor; Mr. Jonathan had apparently fallen for the bait and wanted the pressure off his beloved minister.In 2010, Shell was plagued with a lot of issues in its onshore operations. Oil spills across the Niger Delta had gotten it into a lot of legal tussles; its goodwill with the host communities had been on a decline since the days of slain environmental activist, Ken Saro Wiwa in the 1990s; militants had wreaked considerable havoc on its asset causing countless force majeures; the government was seeking to get more local marginal field operators out onshore. It has gone on a large-scale divesting spree since then. That same year, Shell fixed one of the major pipelines in the country – the 97 kilometre-long Nembe Creek Trunkline passing through 14 oil pumping stations – for $1.1 billion. By November 2013, it was on the market.The company went ahead then to divest its stake (45 per cent) in asset held in joint venture partnership with NNPC which held the remainder (55 per cent) on behalf of the Nigerian government, and focus on the less ‘dramatic’ offshore fields. The divested fields were the OMLs 4, 26, 30, 34, 38, 40, 41 and 42 and Shell sold them to indigenous operators, raking in a total $2.3 billion.Meanwhile NNPC transferred its shares to one of its many loss-making subsidiaries, the Nigerian Petroleum Development Company, NPDC, for $1.8 billion as valued by the Department of Petroleum Resources, DPR. Till date, over $1.7 billion is outstanding as only $100m has been remitted to NNPC which wholly owns it.On September 16, 2011, a Strategic Alliance Agreement (SAA) was signed between the NPDC and Septa Energy, a subsidiary of Seven Energy for OMLs 4, 38 and 41. Another SAA was signed with Atlantic Energy Drilling Concepts (AEDC) Ltd for OMLs 30 and 34. These companies were registered in tax havens like the British Virgin Islands and in the United Kingdom, limiting the revenue payable to the Nigerian government in form of taxes.The contracts were awarded by single-source procurement, in clear violation of Nigeria’s Public Procurement Act which stipulates that bids be subject to public tender and competitive. Mrs Alison-Madueke also contravened a guideline under the Nigerian Oil and Gas Industry Content Development Act 2010 that mandated companies wanting to lift Nigerian crude to show records of involvement in the industry in the preceding ten years.SAAs are usually signed between two or more companies for a number of reasons including collaborating to augment technical expertise, meet capital requirement or reduce high costs of operation. NNPC adopted this approach to meet the huge capital requirement for cash call and lack of required skill and manpower at the corporation.According to the terms of the SAAs, the partner company provides the capital outlay required to lift crude in the assets supplied by the NPDC as well as non-refundable entry fees of $0.30 per barrel and $0.010/mcf, 70 days after the start of exploration activity. It was to recoup its investment by lifting crude. Quite interestingly, another requirement was that the collaborating firm pay a fixed sum of $350,000 per asset annually for five years to facilitate the training of NPDC staff. This came to $1.4 million per year and Atlantic Energy never paid up.Till date, Federal Inland Revenue Service (FIRS) is pursuing Atlantic Energy to get its tax returns. And while the NNPC has moved to terminate the SAAs so it can get new partners who will pay as at when due, a court order obtained in October 2016 by Seven Energy, may be restraining it from doing so.“NPDC has till date paid only $100m for those eight OMLs but is still enjoying the benefits of an owner”, says Waziri Adio, executive secretary of the Nigeria Extractive Industry Transparency Initiative (NEITI) which tracks revenues accruing to government.An alternate commercial valuation byPricewaterhouseCoopers in 2015 took Shell’s divested assets into consideration and roughly estimated these eight assets to be worth $3.4 billion in total.“NPDC brought them on as partners because they are supposed to have financial capacity and technical capacity even though the assumption is that NPDC itself has financial and technical capacity to manage the assets”, Adio explains. “These firms had neither and the same assets were used in raising the money. What stops NPDC from raising the money and hiring contractors to do this job as well?”Essentially, an unnecessary medium was created to pay the SAA partners for sourcing capital which they used the national assets to raise. All of this was possible because of Mrs Alison-Madueke’s discretionary powers.In 2014, Mr Sanusi told the Senate that Atlantic had lifted over $7 billion worth of oil between January 2012 and July 2013, but while the NPDC had paid $400 million as petroleum profit tax (PPT), its partner had paid nothing, flouting the PPT Act 2007.“The profit sharing arrangement was too good to be true”, The Cable screamed in its analysis. “Under Article 10 (d) (i)-(v), the two parties were to share “profit oil” and “profit gas” in ratios of 90% for NPDC to 10% for Atlantic (“profit oil” and “profit gas” with regards to undepreciated costs associated to capital costs prior to execution of agreement); 40% to 60% (upon full recovery of development costs by Atlantic); and, thereafter, it would be 70% to 30%.”“Up to the full recovery of development costs related to the continental resources, “profit oil” was to be shared 40% to 60% and, thereafter, 70% to 30%. For the “profit gas” upon full recovery of development costs regarding non-associated gas by Atlantic, NPDC would take 30% and Atlantic 70%, and reverse to 30% to 70% thereafter. Profit gas” from the continental resources was to be shared 30% to NPDC and 70% to Atlantic, and thereafter, 70% to NPDC and 30% to Atlantic.”“When you look at the depositions from the US courts, you see that it (the SAA) was a cover for Mrs Alison-Madueke and others to cream off things that should have come to the Federal Republic of Nigeria”, Mr Adio concludes. According to a July 2017 affidavit at a federal high court, Messrs. Aluko and Omokore owe the Nigerian government the princely sum of $1,762,338,184.40.Curiously, the 55% held by NPDC was not given to the National Petroleum Investment Management Services (NAPIMS), the NNPC subsidiary concerned with supervising Nigeria’s joint ventures (JVs), production sharing contracts (PSCs) and services contracts (SCs). Why then did the NNPC transfer them to the NPDC, which had no capacity for exploration?Back in March 1999, as former military head of state, Abdusalami Abubakar was wrapping up his eleven-month stint in office and preparing for the transition from military to democratic rule, the Deep Offshore and Inland Basin Production Sharing Contracts Act was sent to his desk. The bill was meant to stem declining investment in the upstream sector at that point in time due to the absence of a defined fiscal structure. Nigeria had also entered PSC agreements in 1993* and did not have legal backing for the agreements it was entering.Particularly significant was Section 16.For the purpose of the efficient management of Production Sharing Contracts and joint ventures under this Decree, the National Petroleum Investment Management Services (in this Decree referred to as “NAPIMS’) shall be incorporated into a limited liability company under the Companies and Allied Matters Decree 1990, as amended.Accordingly, NAPIMS shall be vested with the exploration and production properties and assets owned by the Federal Republic of Nigeria for the purposes of this Decree.It was following in a tradition of governments signing controversial or hard-hitting legislations at the end of their tenure. Nineteen days to Democracy Day (May 29, 1999), the bill was signed into law; however, a single clause present in the initial version had been deleted. It was Section 16.The amendment effectively opened the floodgates. “With that clause, JVs would have been incorporated”, says a source within the Ministry of Petroleum who requested to be named because he does not have the permission to on the matter. “If they were, as opposed to the unincorporated JVs agreement we run currently, quite a few things would not be permissible. NPDC would pay its bills, crude lifted will be accounted for, recently incorporated companies will not be given such juicy OMLs to operate, cash calls will not be paid ‘mistakenly’ etc.”“Will NPDC use shareholders’ funds to be doing rubbish?”, the source asked rhetorically. “Will an incorporated company setup to make profit be acting so silly? So many ifs.”If the deleted clause was a loophole, the discretionary powers given to the oil minister in the Petroleum Act was a spade that helped Mrs Alison-Madueke dig into depths previously unknown. The entire petroleum industry is controlled by the president and the minister; the former appoints the latter who is then empowered by law. Only the National Assembly could have checked her excesses, but it didn’t.“The political pressure on petroleum ministers to finance elections has turned NNPC into petty cash machine for government”, says Bassey (last name withheld for anonymity), an industry insider. “That the minister has discretionary powers that makes things worse and that’s what we’re trying to unbundle with the PIB. Discretion can make or mar our industry but it is clear what happens in Nigeria.”Who and what institutions dropped the ball and allowed her fully exercise those powers? “The CBN was definitely not one of them, because Mr Sanusi kept harping on the rot in the oil sector”, says Mr Bassey. “The greatest enablers of corruption are civil servants who keep quiet or look the other way to save their jobs because of the god complex of chief executives in Nigeria. Red flags were raised only because of inter-agency collusion with banks, audit firms etc.”“The government is one single unit”, emphasizes Kola Banwo of Abuja-based Civil Society Legislative Advocacy Center. “Institutions have roles but usually, with the nature of patronage and corrupt party system we operate, corruption is endemic. The NNPC has internal mechanisms and systems to prevent fraud. The relevant National Assembly Committees have oversight roles and could have prevented this. The Office of the Auditor-General could also have made some difference. The EFCC, ICPC, etc. However, these all formed part of the problem and so did nothing then. Some action from one or all of these, could have reduced if not prevented what happened during that period.”Those in the know say it was the impunitywith which Mrs Alison-Madueke broke the rules that set her apart from those before her. There were times when she stopped receiving visitors at the office and made them come to her in the comfort of her official residence. She would keep governors waiting for hours, dodge calls from CEOs and chairpersons of multinationals, employ domestic staff on the bill of the corporation and more.Mrs Alison-Madueke requested kickbacks from her collaborators to approve dubious contracts and the infamous oil swaps which Buhari ended in November 2015. Mr Aluko for instance, admitted paying rent for Mrs Beatrice Agama’s luxury home in Parkwood Point, St. Edmund’s Terrace, St. John’s Wood, London, describing it as “simply gifts to a friend, given long after Atlantic had signed its deal.”Under her, the NNPC ran accounts that CBN and Ministry of Finance were unaware of. The president would regularly send people to her with odd financial requests and she became the nation’s unofficial treasury with the state corporation as her petty cash ATM. As a result, she was not remitting funds and records to the Ministry of Finance which as in turn unable to remit to the CBN.In the run-up to the 2015 elections, pressure mounted again on Mrs Alison-Madueke to deliver funding and then something happened. In October 2014, Bernard Otti a director at the NNPC was appointed deputy group managing director (Finance and Accounts), a position created entirely out of thin air. The press release justified his appointment as needed to transform NNPC into a commercially-driven entity but the truth was that he had to close some deals to secure election funding.After the Mr Buhari’s inauguration, he ran to the UK after reportedly entering a plea bargain with the EFCC; With his help, the EFCC traced monies allocated for the Ekiti gubernatorial elections and other issues. His retirement was later announced by Kachikwu in August 2015.Audits by both PwC and KPMG showed that the NNPC had at its discretion, spent an average of $6 billion annually from 2011 to 2013 and there were no watertight records. A similar amount had also not been remitted on a yearly basis by NNPC to the CBN.After studying the patterns and making calculations, Mr Sanusi cried out in a September 2013 20-page memo to Jonathan that $20 billion was missing. The NNPC claimed the money had been spent on subsidy payments for kerosene and pipeline maintenance even though Mr Yar’adua had ended the payments in July 2009. Another audit by PwC was submitted before the 2015 elections but never released by the government.“Civil society has always suspected that there was corruption in the oil sector”, reveals Banwo. “When information of extravagant spending for maintain jet emerged, civil society raised alarm, called for investigations and her immediate resignation or removal, which the then president ignored. The NASS set up a committee to probe but nothing came out of it.”“When in 2015, the then CBN Governor alleged that she was responsible for the missing $20 Billion from the NNPC coffers, civil society also initiated a campaign for her investigation and removal. The impunity in the then government allowed her get away with the deeds.”If Mrs Alison-Madueke was Princess Di, then Mr Aluko, who was last seen in Porza-Lugano, Switzerland, in 2016, was The Fresh Prince. He owned quite a few private jets and an $80 million yacht, Galactica Star; in September 2013, it was rented to Jay-Z and Beyoncé at the cost of $900,000 a week for two weeks for the latter’s 32nd birthday party. A big fan of Ayrton Senna, he is also a car racing enthusiast and placed third with a Ferrari 458 GT2 at Rome’s Vallelunga circuit in December 2012. Mr Aluko was also the owner of the eighth most expensive condo in New York, costing a mere $50 million.Omokore likewise had expensive lovers including Porsha Williams of; Sanomi and co would reportedly send jets to different cities to pick random girls for weekend parties in cities in another continent. It was the good life.The US Department of Justice (DOJ) has filed a lawsuit under its Kleptocracy Asset Recovery Initiative against the trio asking for the forfeiture of assets worth $144 million,proceeds from the oil contracts. Mr Aluko remains elusive while Omokore has been arraigned in court since July 2016. Mrs Alison-Madueke herself has been arrested even though she is yet to be tried in court. The proverbial mills of God that grind slowly, seem to at last be grinding well“She kept saying ‘when we come back’, says Mr Bassey. “She did not think that Jonathan would lose the elections. Maybe the opaque deals would have continued till now.”Beyond Mrs Alison-Madueke and her oil men, perhaps the biggest fear of stakeholders in the industry is that there could be deja vu in this administration or another. As the salacious details of her time in government circulate, the loopholes that made this possible remain open. The NNPC currently remains more of a political financing tool than a truly national oil company like her peers globally. Newcomers to the party will be happy to take notes – literally.This report was made possible by the BudgIT Media Fellowship 2017 with support from Natural Resource Governance Institute.http://www.premiumtimesng.com/news/headlines/242769-special-report-diezani-men-deals-bled-nigeria.html

Yes. The plan itself is flawed.I am reproducing here the article I had written some time ago. This article is going to answer your question. Since associate banks of SBI are getting merged on April 1, 2017, the question has current relevance.Why our banks should not be merged: an un-unionist perspective.I think it's time to write a little on the topic since the cabinet decision to merge associate banks of SBI with SBI has already been taken and the Order to do so has been issued. Come 1st day of new financial year 2017-18, and there won't be any associate banks of SBI anymore. Though I would say that they were already subsidiaries of SBI getting regulated by SBI subsidiary banks act, 1959 having the same brand 'State Bank', same logo, same recruiter, same head & so on. So their merger with SBI does not evoke as injusticed a feeling as it would have, had they been merged with some other banks but SBI. It's like parts of a single group company coming together to the parent fold.Secondly, I'm least concerned about the amalgamations of banks under section 44A (voluntary consolidation) and section 45 (persuasive consolidation of weak banks in depositors' interest or in the interest of the economy) of Banking Regulation Act,1949 taking place. However I do not support the uncalled for merger seeking refuge under this section 45.My contention is for well performing public sector banks. Being the largest stakeholder of public sector banks doesn't mean Government can do anything it wants at will. All the PSBs are first owned by people. It's all people's money that runs the banks and hence the economy. The government is just a custodian and caretaker manager of people's money. And it is for this reason that Finance Ministry and RBI exist. Government in the 2016-17 budget had proposed for amalgamation of banks, which started rapid activism in this direction. The Bank Board Bureau chief Shri Vinod Rai even chalked out some plan and Govt came out with Six Anchor Banks scheme proposal into which all 27 PSBs would be merged. There has been little progress in other PSBs' case except SBI and its associates. The February 22, 2017 Order is a new development in SBI's case.Therefore, while bank unions and trade unions have already presented their vociferous concerns, I'm going to analyse them and put my own views across.THE GOVT. PLAN==============1. Back in 1991, the year of big financial reforms, one Committee on banking reforms headed by Shri Narasimham put forth its recommendations to reform banking and banks in India. It said that we should have three tier structure of banks. First tier of Three Large International Banks, second tier of eight to ten National Banks and numerous local and regional banks at tier three. In 1998, the committee reiterated its already stated recommendations. Since then the respective governments have been contemplating mergers.2. Though being the seventh largest economy in nominal GDP terms (GDP=$2.25 trillion, per capita PPP GDP of $6,658/-; IMF figure dated July 19, 2016), India doesn't have a place in top 50 banks yet. On the other hand China has 13 banks in top 50 with ICBC being the top most and three others (CCB, ABC & BOC) in top ten for several years. Herfindahl-Hirschman Index (HHI) of 518.53 for Indian banks shows that it's highly 'fragmented' and 'diffused'. Hence a consolidation thought out by the government is inevitable.3. Since industries in India are increasingly becoming large, the requirements of larger finance can not be met by existing capital base of individual banks. To finance large projects and larger businesses, India needs big banks. So, by consolidation this objective can be achieved.4. With large size, the businesses of banks can be hugely diversified ensuring multiple strong sources of income. This way it is envisaged that if having diversified businesses, the loss of one kind of business may be compensated by the other's profit, which will reduce the overall risk of banks' failure.5. From 1st of January, 2019, a regulatory provision of BASEL-III is to be invoked. Like Capital Adequacy Ratio(CAR) or Capital to Risk weighted Asset Ratio(CRAR), one new ratio Total Loss Absorption Capacity Ratio(TLAC) is going to be mandatory for globally systemically important banks(G-SIBs) to comply with. This would mean shrinkage of their free-will expansion. Shrinkage of their businesses so as to meet regulatory capital requirements. It has been worked out to be 16% by 2019 and 18% by 2022. In addition to meeting Capital Adequacy norms of at least 10% of Risk weighted assets they will have to set aside 16% more capital to withstand any untoward hazard. Our government by that time intends to put on global stage some big indigenous players to take benefit of the situation and establish our firm presence globally.6. One final aim of the Government that reflected in the early 2016 financial statement of RBI was to consolidate banks in such a way that they focus on their specialized business more than the unrealized obligations to conform to each regulation of a multidimensional bank. In short, from multidimensional structure to unidimensional structure. For example, the bank with greater presence in rural areas will be made to focus on rural banking rather than stepping into corporate businesses involving large credit demands etc. The bank having huge customer base with minimal deposits & lacking in credit will be made to work as Payment Bank. The bank with greater HNI customer base and considerable urban expansion will be made to work as investment bank. They mean specialized business of banks would reap benefits for one & all.In two words, the phenomenon can be termed as 'Business Consolidation'.REASONS AGAINST THE PLAN========================1. Poor people can not make banks rich. Indian people had in total 1170 million savings bank account in 2015 according to statistics released by RBI on 10th of March, 2016. In banking arena, this savings bank account is seen as the root of all accounts. Given the tendency of customers to have more than one such account in different banks, it is not hard to assume that a large chunk of our 1300 million population is having no access to banking services at all. They are completely out of the financial system. Maybe by next few years they get inside the fold through financial inclusion measures like Jan-dhan yojna etc.Now a little comparison between our biggest bank SBI and Chinese biggest bank ICBC would illustrate the premise. ICBC was established on 01/01/1984, whereas our SBI was established some 200 years back but let's take the nationalisation date which is 1st of July, 1955, way ahead of ICBC. In 1970s China adopted reformist measures under Deng Xiaoping. We in 1991. In 2000s the ICBC driven by its increasingly export oriented industries started expanding globally, while our SBI continued to focus on domestic business. Time passed, today ICBC's business figures shown on its website and The Banker's website state that it has a total assets of $3.55 trillion (more than our national GDP) whereas our SBI will have it around $550 billion after merger with its associates. ICBC has 49 crore customers whereas our SBI will have around 50 crore. Evidently our SBI outnumbers the biggest ICBC by 2% in terms of customers' base becoming the world's largest bank in the same terms. But on the other hand, the ICBC belittles that achievement of SBI by showing the total assets figures, currently at 645% of that of SBI. In short, while the number of customers of ICBC is almost same as the (would-be) number of SBI customers, its assets are a whopping 6.5 times more. It means the people who form the customer base of SBI are poorer than that of ICBC.Secondly, let's take a look at IMF’s World Economic Outlook Data, October 2016. India is second to China in terms of population by not a huge difference. But in terms of economy, the difference is so staggering that it will make you take a frowning sigh. Chinese GDP stands at $11.3 trillion whereas ours at $2.25 trillion. Chinese per capita PPP GDP stands at $15,423/- whereas ours at $6,658/-. Chinese biggest contributors to its GDP are Manufacturing 45%, Services 45% and agriculture 10%. Our biggest contributors to our GDP are Manufacturing 26%, Services 57% and Agriculture 17%. Evidently our generators of wealth are not as much powerful as Chinese. The traditional dependence on Agriculture has decreased considerably since 1991. But still its role dominates in the performance of our economy. About services, I would say we can not be Lee Kuan Yew's Singapore. Lee drove Singapore from zero to top on the vehicle of services. It was a small country, and so it sped with unprecedented speed. Ours is a huge one both in size and diversity. It can not be dependent on either of the vehicles. If we have to make our people wealthy, we shall have to give larger impetus to manufacturing. We shall have to compete with China. There is no other way out. And to those imagining how shall we acquire market share, which is already saturated by Chinese products, I would say to look at Reliance Jio strategy. Though the freebies can not be given like Jio but the prices of consumer goods can be considerably reduced. How? Just like our ISRO. At the cost of Gravity film, a satellite in Mars' orbit. Similarly at the cost of iPhone we shall offer automobile. At the cost of calculator we shall offer smartphone. At the cost of tea-pot we shall offer microwave. At the cost of paper books we shall offer e-book-readers. Unless we do this, we can not bring wealth to our people. And with no wealth to the people, how can a bank be wealthy?But what our government is trying to do is to make banks wealthy and large based on numerical strength of our people rather than their capital strength. What we need to do is to make our peoples' income better, the Banks would automatically become the best.2. Acceptability issue in foreign lands. Since our industries are not major exporters of public goods, the demand of our banks' services would not arise in foreign lands. An example. Here in our own country, there is an American company Procter & Gamble that sells various daily-use goods. Even to small wholesale dealers they ask to remit money in its Bank of America, Mumbai accounts by way of RTGS/NEFT. And why do they do that? Because it's easy for them to collect funds from all those countries where they sell. So prior to have banking business in a certain country it's imperative to have goods business first. The goods businesses, I mean, exports of goods abroad pave the way for its bankers to establish business there. Even today wherever our branches are, they are run because of Indian Diaspora. Completely alien people can not do banking business in an alien land no matter how much TLAC requirements are made mandatory for banks, G-SIBs under BASEL-III.Second issue is of acceptability of our Banks' letters of credit. It is said that except SBI and a few others, the rest of the Indian bank's LC is not accepted abroad. And hence our importers face problems; sometimes giving into the pressure, they open accounts in foreign banks to obtain LCs. I think so long as our banks have not evolved on their own on global platform, the services of Indian Banks like SBI and others should be nationalistically sought without giving in to the pressure otherwise. And the exporter who can not trust SBI and those which figure in top 1000 world banks' list, our importers should not import from them and abandon all their mutual business dealings. It's exporters who are dependent on the importers, not the other way round. After all, the customer ( be it any buyer or importer) is always right.3. 'Too big to fail' fallacy. Banks are very volatile structures if left without certain regulations. These structures stand on basic values of customer confidence, customer loyalty and customer integrity. It is not said that banks have to be large. But it should never be so large that economy can not exist without it. We all saw 2007-08 Global Economic Crisis. The big banks like Lehman Brothers and Merrill Lynch failed. This failure brought America to its knees. A ready reckoning in this regard. Suppose we have ten banks with assets accounting for 90% of our GDP. With so much of money banks would be tempted to give credit at lower cost and relaxed provisions. People would throng banks to avail benefit of the opportunity. Banks would extend them best possible credit. Now borrowers would go and spend for their respective purposes. Let's suppose the moratorium is fixed for one year during which only interest would be serviced. After full disbursements, when banks with bated breath will be waiting for return, customers one by one would start to default- some wilfully and some with even genuine reasons. Now banks would have nothing at hand to payback to its depositors. It would start trembling. Since too big to fail, govt would rush in to action to weather the crisis. It would inject bailouts in the systems of banks. The sheer volume of bailouts would further have implications. Like it would reduce the value of money resulting in rampant inflation. High Inflation would reduce demands. With reduced demands, the manufacturing houses would cease their output. With unavailability of public goods, public outcry would rise resulting in complete political, social and economic chaos. Ultimately the government would realise that the very reason for which they made 'too big to fail' banks has itself failed. And it would be too late by then. Something similar happened to America in 2007-08. But their government's swift acts with sheer visionary Federal Reserve and SEC decisions, the impending failure of economy was averted.4. To meet capital requirements for big industries, it is not that only merger of banks is the way forward. There is something called Consortium Finance. This way their huge credit needs can be met. And our banks have rich experience in this kind of finance. Even the common public know it well thanks to Vijay Mallya's wilful defaults.5. Business diversification to have risk diversification is a good concept. But it does not necessarily necessitate huge pool of capital base and hence banks' merger. There are banks in India having around $10 billion to $100 billion assets and they have every kind of business like Bank of America, Standard and Chartered, HSBC and ICBC. And they have been making profits incessantly. It is not that they do not have risky assets, NPA burden and big provisioning requirements. But they have not failed due to the lack of risk diversification. What is earnestly needed is their proper monitoring and regulation, which is deftly being handled by our RBI.6. Business consolidation. While the proposal looks good on face, but it's injustice to the public bank nature of the PSBs. It is like telling a public bank to finance only auto loans since it has good exposure in it and deny financing housing projects because of not having enough proposals. On 19th July, 1969 those 14 banks were not nationalised based on any particular business they were good at, but capital base. Capital generation doesn't have a single route. It comes from multiple sources. Becoming unidirectional would make it lose its sheen & become vulnerable to risks. Specific services providers would get reduced. Therefore if now Government says that this or that specific bank should stop certain kind of business and focus on something else, it curtails the peoples' right to choose what services to avail from where.Shallow Unionist Reasons=====================There are some people in all the unions who rake up issues which has little relevance practically. They try hard to make ordinary things look behemoth. With this practice, they ensure their relevance actually. This practice dilutes the real objectives of Unions like standing against any injustice meted out to its brethren, ensuring collective welfare of co-workers and their fair working conditions, raising voice against wrong and illegal practices and exploitation, ensuring discipline and truthfulness among its brethren, motivating and assisting its cadres to rise and work effectively, guarding against unruliness and sycophancy.Now let me list those reasons which have little or no relevance, but are cited as big ones.1. Cultural Problems. India being a country of numerous ethnicities, races, creeds and cultures has offices filled with all these diverse people. And they do not have problems working together as a team. But once they come out of that team and are made to work with other teams, will they have cultural problems? One example. MS Dhoni worked well with Indian cricket team. Whether he failed with Chennai Super Kings or Jharkhand teams? He was and is a good cricketer. He performed (played and captained) equally well with all the teams regardless of the differences in systems, rules and pattern of the formats. The same is true with we bankers. If someone can adapt to the work life with colleagues of way different cultural backgrounds, it is least to assume that he will perform equally sensibly at other teams as well. The corporate culture imbibed during the stint at a certain place can not prohibit him to adapt to the other cultures of different corporates. Simply, the culture of one place can never become obstacle for other place. That too in India, the land of unity in diversity. No way. There are people who work as officers in one bank and go to others to work as executives. Yes, there may be individual genuine problems to some but overall it's not such a big issue.2. Contagious Effect. It's been assumed by some that if weak or loss making bank is merged with well performing bank, the weakness of former gets induced to the later. This is not entirely correct provided the management of the merged entity is carefully done. There are examples of Canara Bank acquiring Lakshmi Commercial Bank in 1985 and Oriental Bank of Commerce acquiring Global Trust Bank in 2004. Both these LCB and GTB were on the brink of being insolvent, but the managements of acquiring banks have to be commended that they managed to make profits only. So, it depends on the management of the acquiring bank whether the merger with weak would make it weak or strong. It can not be said in general that on acquiring sick bank, the healthy bank would become sick itself.3. Heavily Unionized Atmosphere. It is observed by some that since banks are heavily unionized, it can not let mergers take place easily. The driving thought behind this thought is the assumption that Unions are obstructionists. Instead of saying fair, weighty and constructionist reasons, some Union people have put the blame on themselves by uttering this.4. Software difference. It's true that people accustomed to work with a certain kind of software would find it difficult to work with a different one unless they are trained in it. But it is not a hindrance. Recall the early CBS period of 2000s, when banks used to adopt a software for a while and change it with a better one. This adoption and change continued for quite some time before having present systems. Our people adapted to the changes with proper training. The same may be done to the merging bank employees. They will be trained. If they are not trained, the Union may come to their rescue. That is the constructive role of the Union. But since there is difference in CBS systems, the banks should not merge seems more like a lame excuse than a constructionist reason.5. Kill competition. The competition at locations where both merging banks' branches competed would stop but not the overall business competition of banks.6. Lay off of employees. Since two branches would get merged, some employees may be laid off is the perception being promoted by some. But thinking logically, the business which is managed by a certain number of employees can not be managed by the same once the business suddenly shoots up. It will require more people. So the employees of both the banks would have equal number of tasks, yes, under one roof. People say that since technology would be heavily used, banks may not need as much employees. No. I don't agree. Technology can not take decisions. Technology may make execution of documents and other works easier but it can not act on its own. Hence it will necessitate more focussed approach and expertise not lay-offs. With the help of technology, the processing and monitoring will be eased, delivery of services will be prompt and employees' productivity will increase which will take banks to newer heights.7. Privatisation. By merger, some people see the impending privatisation coming up. If such was the case, why would they merge banks? They can straightaway go for privatisation. But there is no such announcement. Some people in the govt do say it as panacea to cure bad loan problem. But they undermine the real consequences and circumstances of doing so. I don't see it happening any time soon.8. Illogical Provisions. Though it may sound illogical, but the same prudential norms of provisioning on standard assets has stood the test of time since its introduction by RBI. It ensures the repayment capacity of banks to its lenders and weathering the crises of various risks. It is in no way detrimental to the health of a merged bank.Profound Unionist Reasons======================1. Bad loan problems. The banks are given targets to achieve. The managements use every method to ensure that the targets of individual branches are achieved. To meet the targets banks start hunting the right borrowers. Sometimes they get some good borrowers but not always. Here the problem is created. Bad loans evolve from here only. And the cycle starts from Bad loans to NPA to Loss to filing of suit to possession of collateral to auction. By the time of auction, the outstanding liability far exceeds the market value of collateral making banks compelled to sacrifice some amount and settle down. This ultimately results in absolute losses. The mergers would raise the targets and hence the bad loan problems would also rise. What is needed to fix this, is stringent and strict laws to ensure immediate recovery.2. Political Interference. Since banks are pressurized to fund big corporates by cunning politicians in power, it is not hard to assume that once the size of banks becomes big, the demand of credit will also be of same proportions. If such was not the case, there would never have been any Vijay Mallya case. Given the cunning prudence of these politicians, quite possibly the plan stated by them might be a proxy for covert corrupt practices and deals with corporates. Once merged, the Vijay Mallyas would not have to knock a dozen windows to avail bulky credits. They could dupe those large-sized jumbos one by one. This will be the biggest bane of mergers. Political interference in lending must go. The political announcement of bank loan waivers must stop. And until these concerns are not addressed, until zero political interference is not ensured, merger of banks would mean danger to the banking system and hence economy.3. Corporates are the biggest defaulters. Those defaulting must be punished. The names of such borrowers must be published and let people know who they are. Moreover the general public should stop using their products and services so as to make them learn a lesson that defaulting on peoples' money (in the form of Credit from PSBs) would result in complete boycott of their business. Unless they learn some stern lessons, they won't mend their ways.Given the reasons above, the merger of banks except SBI must stop and the concerns raised must be adequately addressed.[The views expressed in the article are entirely personal.]

ABOUT THIS AGREEMENT (Stolen right from Sony’s website)1.1. Please read this entire agreement and indicate whether you accept its terms. It is a contract between you and Sony Interactive Entertainment LLC ("SIE"). Access to and use of PlayStation Network (“PSN”) is expressly conditioned upon acceptance of this agreement. You accept this agreement by creating an account for PSN (“Account”), by making a purchase on the PlayStation Store, or through any other use of PSN, or by continuing to use PSN after being notified of a change to these terms. If you do not agree to these terms, you will not be able to create an Account and will not be able to access PSN or its products or services.1.2. PLEASE CAREFULLY READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 14. IT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN YOU AND SIE (AND ITS CURRENT OR FORMER AFFILIATES, PARENTS, OR SUBSIDIARIES), AND INFORMS YOU OF YOUR OPT-OUT RIGHTS.NOTE: Depending on where you reside, you may have rights under applicable local laws that cannot be limited or waived. Nothing in this Agreement limits any such rights under those local laws.1.3. To accept this Terms of Service and User Agreement and create an account for PSN, you must be at least 18 years of age and have reached the legal age of majority in the country in which your account is registered.If you are younger than 18, or have not yet reached the legal age of majority in the country in which your account is registered, your parent or legal guardian must create an account for you and agree to these terms of service in order for you to use PSN. Before you begin to use your Account, ask your parent or guardian to explain these Terms to you. We also encourage you to review the PSN Rules at PSN rules.1.4. In addition to this Terms of Service and User Agreement (“Agreement” or “Terms”), the following terms apply and form part of your contract with us: (a) the System Software License Agreement, which governs the use of the software embedded in a PlayStation, PlayStation 2, PlayStation Portable, PlayStation 3, PlayStation Vita, PlayStation TV, PlayStation Classic, PlayStation 4, or PlayStation 5 system (a “PlayStation Device”); and (b) all applicable Software Product License Agreements (which govern your use of PlayStation game, mobile, and application software developed to operate on an PlayStation Device). Copies of these documents can be found at Legal. We may also require that you agree to additional content-specific or service-specific terms or policies (“Usage Terms”) in order to access some services or products available on PSN. By accessing those services or products, you agree that the applicable Usage Terms become part of this Agreement and govern your access and use of them.1.5. By accepting this agreement, you affirm that you: (a) are at least 18 years of age and have reached the legal age of majority; (b) that you have read this Agreement and agree to abide by its terms and the other terms incorporated into it by reference; and (c) that you have reviewed and consent to the SIE LLC Privacy Policy (found at Legal).If you are accepting this Agreement on behalf of a child under 18 (“child”), you also (a) represent that you are the parent or legal guardian of the child; (b) affirm that you accept this Agreement and consent to the SIE LLC Privacy Policy on behalf of your child; and (c) accept all liability for their actions on PSN and compliance with these terms.1.6. Breach of these Terms by you or your Child (if accepting these Terms on behalf of a child) may result in the temporary or permanent suspension of your console or your Account, including any accounts you may have set up for a child under 18 (“Child Accounts”) under your Account, and loss of access to the content associated with those Accounts. See Section 12 for more information.PSN is for everyonePSN SERVICES AND THIRD-PARTY SERVICES ON PSN2.1. PSN Services include PlayStation Network, PlayStation Store, PlayStation Plus, PlayStation Music, PlayStation Video, PlayStation Now, PlayStation Direct, and those websites, products and services that SIE, and its affiliates offer through or in connection with PSN or your Account.2.2. We may also provide access (paid or unpaid) to content, products, or services offered by publishers or entities other than SIE and its affiliates (“Third-Party Services”). When you use PSN or your Account to access Third-Party Services, the applicable terms of this Agreement and any applicable Usage Terms will govern your use of that Service.2.3. PSN Content includes the games, music, movies, services (including PSN Services and Third-party Services), virtual currency, vouchers, virtual communities, and other digital products or content through PSN. Availability of PSN, its features, and its Content, varies depending on which PlayStation Device or other device you are using to access PSN, and is subject to change at any time. Some PSN Content and features may not be available or supported in your country or language. Additional purchases may be required to access certain PSN Content or features.2.4. SIE does not endorse Third-Party Services promoted or marketed on PSN or through PSN Content.ACCOUNT CREATION AND SECURITY3.1. All information provided during Account creation must be accurate. We reserve the right to terminate any Account that uses or was created using false information, or that we determine was created for a purpose that violates this Agreement.3.2. During Account creation you must select the region in which your account will be registered in. Once your account is created, you will not be able to change the country or region code associated with your account.3.3. All users should safeguard their Account sign-in ID (“PSN ID”) password and take steps to prevent access to your Account by other persons on any shared devices. To help protect your Account from unauthorized transactions you can turn on “Require Password at Checkout” in your Account settings. We have no liability for any unauthorized usage of any Account.3.4. If we believe your account has been compromised, we may take actions to protect you and SIE. Such actions may include resetting Account passwords; canceling subscriptions; suspending accounts or restricting Account activities or access. We may also upload updates to your PlayStation Devices to stop unauthorized use of your Account or prevent PlayStation Devices from connecting to PSN.3.5. SIE has the right to deny the creation of any Account, for any reason, in its sole discretion.CHILD ACCOUNTS AND PARENTAL CONTROLS4.1. If you are the parent or legal guardian of a child who will access PSN, you are responsible for creating a Child Account for them. If you have more than one child, you will need to create a separate Child Account for each one. In order to create a Child Account, you will first need to set up an Account for yourself.4.2. Your child must meet certain age requirements when you create an Account for him or her. More information about creating and managing Accounts for child family members on PSN is available at Support.4.3. Some content on PSN may be inappropriate for younger users. We offer a variety of settings which you can use to tailor your Child’s experience and activities on PSN as may be appropriate for their age (“Parental Controls”). Visit PlayStation Safety to learn how to set up Parental Controls.4.4. Parental Control features and restriction settings differ based on the device you use to access PSN, and are subject to availability, including availability in the country in which your Account is registered. Some content that you access on your PlayStation Device or via tablet, cell phone, or other device may be accessible by all users of that system or device, and Parental Controls on those devices may not apply to certain types of content.4.5. Parental Controls may allow you to restrict your Child’s access to certain rated game and video content by using restrict-content settings. However, not all content is rated, and Parental Controls may not apply to unrated content. In some cases, third parties provide the content ratings or descriptions for items, and we cannot guarantee the accuracy or completeness of that information.4.6. Parental Controls allow you to set a monthly spending limit for Child Accounts. The default spending limit is zero. If you choose to increase the spending limit on a Child Account you are (a) representing that your child understands that they will be charged the listed price for any purchase they make; (b) agreeing that you approve their ability to make purchases through their Account; and (c) agreeing to pay for all purchases up to the approved monthly spending limit.4.7. Parental Controls set other restrictions for your child’s Account, including control of communication features and online accessibility. More information about Parental Controls is available through your Account settings pages and in our online user guides. Please visit our PlayStation Safety page at PlayStation Safety for information on what Parental Controls are available on your PlayStation Device.4.8. As the parent or legal guardian of a Child with an account for PSN, you are responsible for monitoring your Child's access to and use of PSN, as well as any communications made or received by your Child through PSN. You are also responsible for the use of your Account by your Children or others that may have access to your Account or PlayStation Device.4.9. You are responsible for explaining these Terms to your Child, especially the Community Code of Conduct in Section 5 (“Code of Conduct”), and ensuring they understand how to behave when interacting with PSN. If your Child violates these Terms, we may take moderation action against their Account or console (see Section 12 for more information).4.10. Your child can also review our PSN Rules at PSN rules. The PSN Rules do not contain the full Terms, but they highlight the most important parts for our younger users.Child safety on PSNCODE OF CONDUCTPSN is for everyone, regardless of race, gender identity, sexual orientation, ethnicity, nationality, color, immigration status, social and economic class, educational level, size, family status, political belief, religion, and mental and physical ability or any other attribute that people use to label others or divide communities.In order to keep PSN the best place to play for everyone, it is important for all our users to respect the rights of others and refrain from misuse of PSN. Accordingly, when you create an Account you agree that you (and your Child, if creating a Child Account) will follow the rules set forth below.5.1. Do not organize hate groups or use or promote hate speech.5.2. Do not threaten, harm, bully, harass, troll, or stalk anyone, or encourage anyone to do so.5.3. Do not create, upload, stream, or share any images, audio or other content or communication that is racist or offensive to any ethnicity, gender identity, sexual orientation, nationality, or religion, or that disparages anyone based on their mental or physical ability, appearance, or other personal trait.5.4. Do not create, upload, stream, or share messages, images, audio, or other content or communication that is lewd or contains graphic sexual content or abhorrent violent material.5.5. Do not engage in, threaten, or promote illegal activity, terrorism, or acts of violence or self-harm.5.6. Do not defame or spread lies about anyone, or create, alter, upload, stream, or share images or audio of another person without their consent.5.7. Do not reveal personal information (such as phone numbers, email addresses, IP or MAC addresses, or real-world addresses) about yourself or another person.5.8. Do not manipulate or inflate usage of PSN or disrupt the normal flow of chat or gameplay.5.9. Do not share, buy, sell, rent, sub-license, trade, transfer, phish for or harvest any accounts, account details, or other account credentials.Code of conduct5.10. Do not cheat, or use any bugs, glitches, vulnerabilities or unintentional mechanics in Content or the PSN to get an advantage or to gain unauthorized access to Content.5.11. Do not upload, post, stream, or transmit any content that contains any viruses, worms, spyware, time bombs, or other computer programs that may damage, interfere with, or disrupt PSN.5.12. Do not use, make, or distribute unauthorized software or hardware, including non-licensed peripherals and cheat code software or devices that circumvent any security features or limitations included on any software or devices or take or use any data from PSN to design, develop or update unauthorized software or hardware.5.13. Do not make available any cheats, technological measures, or other methods designed to enable or encourage any collection, selling, or trading of PSN Content, including any virtual currency, goods, or effects such as coins, points, tokens, gold, gems, weapons, vehicles, buffs, power-ups, trophies, rewards, or badges (“Virtual Items”). Do not create or participate in any exploitation of price differences of Virtual Items by any means (for example, between real money currency prices).http://5.14.Do not attempt to hack or reverse engineer any code or equipment used on or in connection with PSN, or attempt to modify the online client, disc, save file, server, client-server communication, or other parts of any game title, or content.5.15. Do not cause disruption to or modify or damage any Account, system, hardware, software, or network connected to or provided by PSN for any reason, including for the purpose of gaining an unfair advantage in a game.5.16. Do not send SPAM, or upload or share content that is commercial in nature, such as advertisements, solicitations, promotions, and links to web sites.5.17. Do not upload or share content that could be harmful to SIE or its affiliates or their licensors, or players, such as any code or virus that may damage, alter or change any property or interfere with the use of property or PSN.5.18. Do not engage in, promote, or facilitate activity that infringes the rights of any third party, or violates any law or regulation, or contractual or fiduciary obligations.5.19. Do not steal anyone’s identity, impersonate anyone, or engage in fraudulent, deceptive, or misleading practices.5.20. Do not create an account profile or online ID for PSN that violates this Code of Conduct.5.21. Do not submit false grief reports or otherwise abuse the grief reporting system.5.22. Do not be rude to, or abuse or threaten, our employees, agents or representatives. If you do, in addition to any other actions we may take under this Agreement, we may restrict you to contacting us by email or refuse to provide you with any further consumer support.Violations of our Code of Conduct may result in moderation action taken against your Account or your PlayStation Devices (see Section 12 for more information). We may also notify law enforcement (or another appropriate government agency) if the breach involves a threat to the life or safety of yourself or others, or any other activity that we believe to be unlawful.We are not responsible for monitoring or recording any activity or communications on PSN, although we may do so in order to investigate violations of or enforce this Agreement, or to protect the rights and property of SIE, its partners, and customers. If you witness or experience any violation of this Code by another player, you should report them immediately, using our grief reporting tools. For more information on grief reporting please visit PlayStation Safety. We are not liable for any violation of this agreement by you or by any other PSN user.USER INFORMATION AND USER GENERATED CONTENT6.1. User Information. We may provide functionality allowing you to share information relating to your presence on PSN, in including your name, sign-in ID, Online ID, profile, pictures, friends list, communications and interactions (including by voice), activities, and information on your gameplay, purchases made and content viewed (collectively, "User Information"), or to recommend your favorite Content via PSN. Only share User Information with friends who you know want to receive it, and whose age is appropriate for the Content you are sharing.You may have an opportunity to share or permit us to share your User Information relating to your Account or activities on PSN via Third-Party Services. If you choose to do so, use or distribution of your Information on any Third-Party Service may be subject solely to that third party's terms of service and privacy policy; please review those documents before sharing your Information. You hereby authorize us to use, distribute, copy, display, and publish your User Information, without payment to you.Some Content on PSN may have features that allow your User Information to be recorded by a user and distributed to any third party publicly, including users outside of PSN. You agree that any third party may record, use and distribute your information for any reason without any restrictions or compensation to you. Additional terms may apply, including the terms of any game publisher or service provider. Please review all terms carefully. If you do not want your information to be used, recorded or distributed, please do not use or access PSN.PSN terms of service6.2. User Generated Content. We may provide functionality that allows you to create, post, or transmit content such as text, messages, comments, screenshots, pictures, photographs, voice, music, videos, streams, gameplay and game-related information and other materials created by you or others, and/or shared by you or others, via PSN or select Third-Party Services (“UGC”). By utilizing such functionality, you grant SIE a royalty-free, perpetual, global license to use, distribute, copy, modify, display, and publish your UGC for any reason, without further notice or payment to you or any third parties. You further authorize SIE to sublicense its rights to any third party, including its affiliates. You hereby waive, to the extent permitted by applicable law, all claims, including any moral or patrimonial rights, against SIE, and its affiliates for SIE's, its affiliates, or any third party's use of UGC. By creating, posting, streaming, or transmitting any UGC, you represent and warrant that you have the appropriate rights to use, create, post, distribute, and transmit UGC and to grant the foregoing license, and that doing so does not infringe the rights of any third party or violate any law.6.3. We reserve the right to suppress, block, hide, remove, or delete any User Information or UGC at our discretion, and to report any illegal UGC and related User Information to the appropriate authorities.6.4. You agree to cooperate in resolving any dispute that may arise from your User Information or UGC.VIRTUAL WALLET7.1. Your Account has an associated virtual wallet, which can store funds from an outside payment method (e.g., credit card, PayPal Account), or from vouchers or prepaid card redemptions (“PSN Wallet”). Child Accounts that are associated with your Account do not have a separate wallet. All purchases made by any associated Child Accounts will be made through your PSN Wallet.7.2. Wallet Funds have no value outside PSN and can only be used to make purchases through PSN Services or certain Third-Party Services. You can only hold a certain maximum amount of funds in your wallet as determined by us ("Limit"), using either (i) a credit or debit card; (ii) a prepaid card or promotional code with a specified value where available; or (iii) other payment methods approved by us and made available from time to time in each specific country.7.3. FUNDS ADDED TO THE PSN WALLET ARE NON-REFUNDABLE AND NON-TRANSFERABLE EXCEPT WHERE THE LAW REQUIRES. WE HAVE NO OBLIGATION TO REVERSE OR REFUND UNAUTHORIZED CHARGES MADE USING ANY PAYMENT METHOD TO FUND THE WALLET. WALLET FUNDS THAT ARE DEEMED ABANDONED OR UNUSED BY LAW WILL NOT BE RETURNED OR RESTORED.PSN walletPlayStation Store logoPLAYSTATION STORE8.1. Access and Use. PlayStation Store is where you can buy digital games, subscriptions, virtual currency, and other digital content. You can pay for purchases on PlayStation Store using PSN Wallet funds or any other payment method we may identify as acceptable on the Store (an “Approved Payment Method”). You must be signed into your Account to complete your purchase. If you delete or close your Account, you may lose access to and use of any purchased Content.8.2. Account Linking. If a third party publishes a Product you purchase, you may need to associate or link your account for PSN to an account with that third party to use that Product. The Product may become linked to that third-party account as well as the purchasing account. If you unlink the third-party account from your account for PSN, or if your third-party account is closed or deleted, you may lose access to the Product.8.3. Purchase Terms. By completing a transaction through your Account or allowing a transaction to take place through an associated Child Account, you are (i) agreeing to pay for all transactions made by you or your children; (ii) authorizing SIE to deduct from the Wallet and charge your Approved Payment Method all fees due and payable for all your transactions; and (iii) agreeing to the terms of this Agreement, including any applicable Usage Terms or Third-Party Terms associated with use of the particular Product. All transactions may be deemed to be governed by law and regulatory requirements applicable at the time the transaction was completed.8.4. No Resale or Commercial Use. You must be an end user to purchase from PlayStation Store. Resellers, as determined by us in our sole discretion, are prohibited. When you order Content from PlayStation Store, you buy a personal license to use that Content for private, non-commercial use. That license is not transferable unless your local applicable laws say it must be. This means you can use a Product in the ways described in the license, but do not own the Product.8.5. Cancellations and Refunds. All purchases from the PlayStation Store are final and non-refundable except as stated in this Agreement or the then-current PlayStation Store Cancellation Policy (found at PlayStation Store cancellation policy).8.6. Pre-orders and Bundles. You may have the option to order certain Content in the form of bundles (such as seasons of television series) or a pre-order. You will be charged for the Content at the time of the order, but some of the content may not be available until the listed release date.8.7. Safeguarding Credit Card Transactions. On some devices, you may have the option to select a password or PIN to protect your credit card information at the time you complete a transaction. After selecting this option, you must enter your password or PIN to complete any future transactions with your credit card. Enable this function to prevent others who may use the same device from being able to make purchases or access your credit card information.8.8. Fees and Other Charges. You are responsible for all bank fees related to any transactions or failed transactions (e.g., chargebacks from your bank or credit card provider) initiated by you or your children, including domestic and international transaction fees. We may suspend your console or Account (including any associated Child Accounts) for failure to pay transaction fees. We may also elect to provide a mechanism by which you fund the wallet associated with your Account to prevent your Account (and any associated Child Accounts) from being terminated.8.9. Price Drops and Errors. The price applicable to your transaction will be the price that was in effect at the time of the transaction. If the price for any content or services you purchased temporarily or permanently drops, you will not be entitled to a refund (unless your purchase independently qualifies for a refund under the PlayStation Store Cancellation Policy).If we discover an error in the price of items you have ordered, we will contact you. You will have the option of either reconfirming your order at the correct price or canceling it. If we are unable to contact you, your order will be automatically cancelled.8.10. Sales offers. Special products and sales prices and promotions are no longer valid once they are changed or removed, or after any end date or time specified in the offer.8.11. Subscriptions. We may offer you the opportunity to purchase subscriptions (which may also be referred to as “memberships” or “services”) that provide access to certain content, products or services for a specified period of time. Unless otherwise stated, subscriptions continue indefinitely. You will be charged the applicable subscription fee automatically, at the recurring interval applicable to the subscription, until you cancel.If you do not have sufficient funds in your wallet to cover the cost of your subscription at the time the subscription is renewed, the subscription will be cancelled unless you have an Approved Payment Method on file and the automatic funding feature on your Account set to "ON." If your automatic funding feature is “ON”, we will charge the balance of any renewal fee to the Approved Payment Method you have on file (this does not apply to subscription purchases made by Child Accounts).Every time you buy a subscription, redeem a voucher for a subscription, or initiate a trial of a subscription from PlayStation Store, we turn “On” Automatic Funding in your Account Settings (even if you previously turned it “OFF”). You can switch Automatic Funding “Off” again at any time.Upon cancellation of a subscription, you will not be able to access content or services provided with your subscription except as permitted by us. Content that you downloaded onto a device and that was provided to you through a subscription at no additional cost beyond the subscription price may not be accessible. Gameplay information, including trophies earned during a trial offer, promotional period or subscription term may not be available. Further information about managing your subscriptions is available at Support.You may not share your subscription with other Accounts, including associated Child Accounts. However, some content and features that are made available for certain subscriptions may be accessible by other users of the PlayStation Device of a subscriber or a PlayStation Device where a subscriber is logged in.Subscriptions may come with their own Usage Terms and/or Privacy Policy. Please make sure to read these agreements carefully before you subscribe.8.12. Free Trials. Unless otherwise stated at the time of purchase, free trials will automatically convert into paid subscriptions at the end of the trial period. To avoid being charged, you must cancel your subscription prior to the expiration of the trial period. Please review all applicable terms carefully before you sign up for a free trial.8.13. Virtual Items. Any attempt to obtain Virtual Items outside of the applicable game, the app, or PlayStation Store is prohibited. Virtual Items have no value or application outside of the game or PlayStation Store, and may not be sold, transferred or redeemed for real money or items of value. Virtual Items may be modified or removed without notice.8.14. Tax. Prices listed do not include sales tax. Applicable sales tax will be calculated and added at the time you complete a transaction. In certain jurisdictions, local laws require that prices include all applicable taxes, in which case this will be indicated at the time of the transaction.PSN terms of service8.15. Transaction Records. You may make transactions only with the designated SIE regional company that is determined by the country/area of residence to which your account is registered. Your country/area of residence may be verified by your credit or debit card number and may be rejected if the information does not match. Please retain any transaction related communications we may send to you. Your transaction history is also available in your Account management areas.8.16. Access to Purchased Items. Upon our confirmation of your transaction, and subject to the applicable Usage Terms, you may access the PSN Content you ordered through the Account that you used to complete the order. You bear all risk of loss for accessing the content, and for any loss of content you have downloaded, including any loss due to a file corruption or hard drive crash. You are solely responsible if you do not choose to download or access the content before it is removed or your license expires, and for the authorized ongoing storage and safekeeping of the content. We are not obligated to provide you with replacement copies for any reason.8.17. Payment Methods. If you have funds in your PSN Wallet, you may use those funds to complete a purchase or renew a subscription. If you do not have enough funds in your Wallet to complete a transaction, we may automatically charge your Approved Payment Method for the balance necessary to complete the purchase.We participate in account update services offered by some banks to help keep your payment cards up to date on your Account. Where you have added a payment card as a payment method to your Account and if your bank participates, we may automatically update your card number or expiration date in our system when your card expires. Following any update, we will continue to charge the applicable payment methods to any purchases you make unless you notify us otherwise. You can opt out of the automatic update services by contacting your bank.You can update your Approved Payment Method in Account Settings. We may also update your Payment Method ourselves, using information provided by our payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s) for any active recurring subscriptions or new transactions.8.18. Purchases from Buy & Pre-order Consoles, Games & Accessories | PlayStation®. Purchases of hardware, peripherals, disc games and other products sold through Buy & Pre-order Consoles, Games & Accessories | PlayStation® (“PS Direct”) are not purchases made from the PlayStation Store. They are transactions made with Sony Interactive Entertainment America Trading LLC, and are subject to the PS Direct Terms of Sale (found at: PlayStation Direct Terms of Use | PlayStation®) and PS Direct Returns and Refund Policy (found at: PlayStation Direct Returns & Refund Policy | PlayStation®). To the extent there is any conflict between this Agreement and the PS Direct Terms of Sale, the PS Direct Terms of Sale shall govern with respect to any transactions made with PS Direct. (Note: at this time, only Accounts based in the United States can purchase from PS Direct.)PREPAID CARDS AND PRODUCT CODES9.1. SIE or its affiliates may provide prepaid cards that allow users to redeem PSN Content or fund the wallet. If you acquire a prepaid card that has a value that, when added to the wallet's existing balance, exceeds the Limit, you will not be able to apply the value of the prepaid card to the wallet until sufficient funds have been spent from the wallet to allow the sum of the full value of the prepaid card and wallet to be equal to or less than the Limit. Your wallet will only accept prepaid cards with currency value from the same country as the one designated for your Account.9.2. SIE, its affiliates or third parties may provide product codes (or vouchers) that can be used to access content, including promotional content. Product codes may not be available in all countries or to all users, and age restrictions may apply. Some product codes must be used before a specified expiration date and in accordance with specified terms. Unless otherwise stated, product codes may be used once only by the recipient and may not be transferred or sold to any other person.9.3. SIE is not liable for any claims relating to prepaid cards or product codes, including any problems or defects relating to those cards or codes. Your use of these instruments is subject to this Agreement and their respective Usage Terms (if any).CONTENT LICENSE AND RESTRICTIONS10.1. All intellectual property rights subsisting in PSN Content, including all software, data, services, and other content subsisting in or used in connection with PSN, the Online ID and access to content and hardware used in connection with PSN belong to SIE, its affiliates, and its licensors. Use of the terms "own," "ownership", "purchase," "sale," "sold," "sell," "rent" or "buy" in this Agreement or in connection with PSN Content does not mean or imply any transfer of ownership of any content, data or software or any intellectual property rights from SIE, its affiliates or its licensors to any user or third party.10.2. Except as stated in this Agreement, all Content provided through PSN is licensed on a non-exclusive and revocable basis to you for your personal, private, non-transferable, non-commercial, limited use on a limited number of PlayStation Devices or other devices in the country in which your Account is registered.10.3. You may not sell, rent, lease, loan, sublicense, modify, adapt, arrange, translate, reverse engineer, decompile, or disassemble any portion of the Content.10.4. You may not reproduce or transfer any portion of the Content, or use the Content for purposes of resale, public performance, display, distribution or broadcast, except as stated in this Agreement or as expressly permitted by us.10.5. You may not create any derivative works of the Content, attempt to create the source code from the object code, or download, stream, or use any Content for a purpose not expressly permitted herein.10.6. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism existing in or in connection with PSN, or any of the Content offered through PSN.10.7. The limited license granted herein, and all use or access to the Content, is expressly conditioned on your compliance with this agreement's terms, applicable Usage Terms, other applicable agreements, if any, and all applicable copyright and intellectual property rights laws.10.8. Except for the rights expressly granted herein, SIE, its affiliates and its licensors reserve all rights, interests, and remedies in connection with PSN and PSN Content. Upon termination of this agreement, your Account, or license to any Content, you will immediately cease use of the Content and delete or destroy any copies.10.9. All company, product, and service names and logos referenced on PSN are the marks, trade names, trademarks, service marks, and registered trademarks or service marks ("Marks") of their respective owners. You may not use or reproduce any Marks without the owner's express written consent. You may not remove any proprietary notices or labels from any Content.10.10. Some PlayStation Devices may be set to download Content automatically from PSN without notice to you if you sign into PSN. This Content may include featured content that we believe will be of interest to you, such as game demos or free trial promotions. You can change your device settings so that it does not download content automatically by setting the automatic download option to "OFF".PSN terms of serviceVIDEO CONTENT11.1. Video Content includes any recordings or live streams of sports, music concerts and other entertainment events, television shows and movies made available for rental, purchase, or free viewing through PSN.11.2. Video Content is made available to Account holders in select territories for your personal, private, non-commercial viewing in your authorized territory, using a limited number of PlayStation Devices or other devices (“Authorized Devices”) during an authorized viewing period ("Authorized Term"). Availability of Video Content is subject to change at any time without notice to you.11.3. Video Content may be made available to you as a live or near-live stream ("Live Stream Content"), as a licensed copy for rental for a limited duration ("Licensed Rental Content"), a licensed copy for an indefinite duration ("Other Licensed Content") or as a licensed stream supported by advertising or promotional materials that may be for a limited duration ("Ad Supported Content"). Video Content is subject to digital rights management rules and are subject to other restrictions and limitations depending on the type of Video Content or the Authorized Device you use to access Video Content. Some of these restrictions are described below. More information about these restrictions and accessing Video Content is available at Support.11.4. Live Stream Content. Live Stream Content comprises live or near-live transmissions of Live Events. When you access Live Stream Content, you may not be able to view any part of the Live Stream Content that occurred prior to the start of your viewing. We have no control over the start and finish time of a Live Event; the duration of a Live Event; the content of a Live Event (including the availability, quality or suitability of the content or that it complies with applicable law); or that the Live Stream Content be delivered uninterrupted, error-free and without fault or delay.11.5. Ad Supported Content. Ad Supported Content is Video Content that contains or is displayed with advertising, marketing or other promotional materials (together, the "Promotional Materials"). Ad Supported Content may be limited such that it is accessible by only one Authorized Device at any one time. Promotional Materials may be displayed in or around Ad Supported Content by any means selected by us or its Ad Supported Content Partners (defined below). You acknowledge that Ad Supported Content may include, comprise or be displayed with Promotional Materials that may delay or interrupt its playback. We may prevent you from skipping or manipulating the display of Promotional Materials, and, if so, you may not attempt to access Ad Supported Content in any manner not prescribed by us. We do not endorse any third-party advertising or promotional material (including the Promotional Materials) associated with Ad Supported Content in any manner and give no warranty or other assurance in relation to any products or services featured in these advertisements and promotional materials.Certain Ad Supported Content may be hosted or delivered to you by or through third-party licensors, providers or partners ("Ad Supported Content Partners"). We have no control over the content hosted or delivered by the Ad Supported Content Partners (including all associated Promotional Materials, corresponding meta-data, artwork and other peripheral materials). We cannot guarantee that their content will be complete and accurate, comply with applicable laws, correspond to its description, be suitable or appropriate for a particular age group, or be delivered uninterrupted, error-free and without fault or delay.11.6. Licensed Rental Content. Licensed Rental Content is subject to restrictions regarding when playback can be initiated post purchase, and once initiated, the time period during which Licensed Rental Content can be accessed ("Rental Terms"). Licensed Rental Content can only be viewed within the time periods specified in the Rental Terms. The Rental Terms differ based on the type of Licensed Rental Content and the Authorized Device you use to access the Licensed Rental Content. Please review carefully any product descriptions, the Rental Terms, and any applicable Usage Terms made available for each Licensed Rental Content prior to finalizing your rental payment.You may select the Authorized Device on which you want to view your Licensed Rental Content, but you may view it on only one Authorized Device at a time, and in some cases on a limited number of Authorized Devices. Licensed Rental Content is also subject to restrictions regarding transferability between Authorized Devices. Once playback of Licensed Rental Content in a particular format has started on an Authorized Device, you may not be able to view that content using any other Authorized Device without a separate license payment.11.7. Other Licensed Content. Other Licensed Content may be downloaded or streamed to Authorized Devices. For Other Licensed Content that is downloaded, you may be able to view that content for a limited number of times on certain Authorized Devices only. For Other Licensed Content that is streamed, you may be prohibited from streaming multiple titles of Other Licensed Content or multiple streams of a single title of Other Licensed Content from your Account at any one time. After ordering Other Licensed Content, we encourage you to immediately download the content, where supported, on all Authorized Devices on which you may want to later view it. In some cases, Other Licensed Content may not be available for subsequent copying or downloading to additional Authorized Devices. Access to Other Licensed Content that has been purchased may also be subject to compatibility between the Authorized Device and the video format of the Other Licensed Content, continued availability to the Other Licensed Content from our third-party licensors, and other applicable restrictions.11.8. Technical Requirements. Delivery of and your access to Video Content are dependent on variables not under our control, including the speed and availability of your broadband or network connection, compatibility between the format of the Video Content and the Authorized Device you use to access that Video Content, availability of Video Content from our third-party licensors, and any applicable restrictions that may be imposed on the Video Content from our third-party licensors. SIE is not responsible for any delays or technical difficulties in downloading, streaming, or viewing the Video Content related to these variables. YOU WILL NOT RECEIVE A REFUND OR CREDIT FOR ANY DOWNLOADED OR STREAMED CONTENT THAT YOU ARE NOT ABLE TO VIEW OR HAVE DIFFICULTY VIEWING DUE TO THESE UNCONTROLLABLE VARIABLES, UNLESS THE CONTENT IS FAULTY OR UNLESS THE LAW REQUIRES OTHERWISE.You bear all responsibility for ensuring that you have the capabilities to view Video Content in the appropriate format, or at all. Please carefully review any Usage Terms and descriptions of Video Content made available to you before making any rental or purchase. Output of Video Content in certain formats may require additional equipment that is sold separately.11.9. Proper activation of a supported Authorized Device by the Account that ordered the Video Content is required to download, stream or view the content. Video Content is connected to the Account used to order that content and cannot be transferred from one Account to another. Each Account can activate no more than the maximum number of Authorized Devices, and each Authorized Device can only be activated for a limited number of Accounts.ACCOUNT TERMINATION, CONSOLE SUSPENSION, AND OTHER REMEDIAL ACTIONS12.1. Termination by You. You may terminate your Account at any time by contacting PlayStation Support. The best way to request closure of an Account is by going to: http://support.playstation.com/livechatrequest. Please have the following information readily available: (a) Sign-in ID (email address); (b) PSN ID; and (c) account security information.12.2. Suspension or Termination of your Account or Console by SIE. We may suspend or terminate any PSN Account or PlayStation Device, or indefinitely suspend or discontinue online access to certain network features or services, in the event of a violation of this Agreement, or as may be reasonably necessary to protect our PSN users, our partners, our platform, or other SIE interests.12.3. Effect of Account Termination. After your Account is terminated, you will not be able to access PSN. Any game ranking, scores, trophies, Virtual Items, including virtual currency balances (whether earned or purchased), subscriptions, or other information saved on, or requiring connection to, PSN will not be retained or accessible. Account termination is irreversible.UPON TERMINATION OF YOUR ACCOUNT (OR ANY ASSOCIATED CHILD ACCOUNT) FOR ANY REASON, YOU WILL NOT RECEIVE A REFUND FOR ITEMS (INCLUDING SUBSCRIPTIONS, VIRTUAL ITEMS, AND PRE-PAID PRODUCTS OR SERVICES), VALUE ACCUMULATED ON IN-GAME ITEMS OR ANY UNUSED BALANCE IN YOUR WALLET, EXCEPT AS REQUIRED BY LAW OR AS EXPRESSLY PROVIDED IN THIS AGREEMENT.12.4. Effect of Account Termination on Child Accounts. Generally, termination of a Family Manager Account (i.e., the Account of an adult who creates a Child Account) will result in the termination of any associated Child Accounts. However, in some cases,we may permit your associated Child Accounts to remain open. In those cases, you will remain liable for all their acts and purchases until the Child Accounts are terminated. Parental Control settings placed on Child Accounts prior to the termination or suspension of your Account will remain in place, and the Child Accounts will be permitted to use the remaining funds in your PSN Wallet subject to any limits that were put in place prior to your Account termination. However, you will not receive any correspondence from us about the Child Accounts’ activities or purchases.12.5. Console Suspension. Upon suspension of your PlayStation Device, you will not be able to use that console to (a) access PSN with any Account (even if you create a new one); (b) play any games or game modes requiring online access; or (c) access any content that purchased from the PlayStation Store. You will still be able to play any disc games that run on your console, if they do not need to connect to PSN to run.12.6. Other Remedial Actions. If we determine that you or any of your associated Child Accounts have violated this Agreement (including the Community Code of Conduct, the Usage Terms, or any other incorporated terms), or that your actions have injured or damaged the PSN community, we reserve the right to take any action we believe necessary to remedy the violation or to protect SIE’s interests, including: (a) the automatic removal or blockage of content associated with those Accounts; (b) implementation of upgrades or devices intended to discontinue unauthorized use; (c) the permanent or temporary disablement of access to any PSN Content or features; (d) notifying law enforcement or the appropriate regulatory authority; and (e) initiating legal action.MAINTENANCE AND UPGRADESFrom time to time, it may become necessary to provide certain content to you to ensure that PSN, PSN Content, or your PlayStation Devices are functioning properly. Some content may be provided automatically without notice when you sign in. This content may include automatic updates or upgrades that may change your current operating system, cause a loss of data or content or cause a loss of functionalities or utilities. Upgrades or updates may be provided for system software for your PlayStation Device or other devices. Access or use to any system software is subject to terms of a separate end user license agreement. You authorize us to provide this content, updates and upgrades, and you acknowledge that we are not liable for any damages, loss of data or loss of functionalities arising from our delivery of these content, updates, upgrades and maintenance services. It is recommended that you regularly back up any archivable data.We may indefinitely suspend, or discontinue online access to content or data associated with your PSN Account at any time, including for service deprecations, maintenance services, or upgrades, without prior notice or liability. We may also discontinue offering certain PSN Content or features. For any PSN Content that uses online servers, we make no commitment to continue to make those servers available. In addition, we reserve the right to delete player account data that we determine to have been dormant.BINDING INDIVIDUAL ARBITRATION14.1. Purpose. The term "Dispute" means any dispute, claim, or controversy between you and Sony Interactive Entertainment LLC, Sony Interactive Entertainment Inc., or any of their current or former affiliates, including parents or subsidiaries, and any predecessor or successor entity to any of the foregoing, including Sony Computer Entertainment America LLC, and Sony Interactive Entertainment America LLC (collectively, "Sony Entities") regarding PSN or PSN Content, or the use of any PlayStation Devices or other devices sold by a Sony Entity to access PSN Content, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this "BINDING INDIVIDUAL ARBITRATION" section (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced. If you have a Dispute with any Sony Entity or any of a Sony Entity's officers, directors, employees and agents that cannot be resolved through negotiation within the time frame described in the "Notice of Dispute" clause below, you and the Sony Entity that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this section, and not litigate any Dispute in court, except for those matters listed in the Exclusions from Arbitration clause. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.14.2. Exclusions from Arbitration. YOU AND THE SONY ENTITIES AGREE THAT ANY CLAIM FILED BY YOU OR BY A SONY ENTITY IN SMALL CLAIMS COURT ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION.14.3. Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO 6080 CENTER DRIVE, 10TH FLOOR, LOS ANGELES, CA 90045, ATTN: LEGAL DEPARTMENT/ARBITRATION AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR PSN SERVICES ONLINE ID, IF YOU HAVE ONE, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY SONY ENTITY THROUGH ARBITRATION.14.4. Notice of Dispute. IF YOU HAVE A DISPUTE WITH ANY SONY ENTITY, YOU MUST SEND WRITTEN NOTICE TO 6080 CENTER DRIVE, 10TH FLOOR, LOS ANGELES, CA 90045, ATTN: LEGAL DEPARTMENT/ARBITRATION, ATTN: SONY LEGAL DEPARTMENT: DISPUTE RESOLUTION, TO GIVE THE SONY ENTITY YOU HAVE A DISPUTE WITH THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute. If the Sony Entity you have a Dispute with does not resolve your Dispute within 60 days from receipt of notice of the Dispute, you or the Sony Entity you have a Dispute with may pursue your claim in arbitration pursuant to the terms in this section.14.5. Class Action Waiver. YOU AND THE SONY ENTITY WITH WHICH YOU HAVE A DISPUTE AGREE THAT ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE SONY ENTITY WITH WHICH YOU HAVE A DISPUTE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. IF APPLICABLE LAW PRECLUDES ENFORCEMENT OF THE LIMITATION IS THIS PARAGRAPH AS TO A PARTICULAR REMEDY, THEN A CLAIM SEEKING THAT REMEDY (AND ONLY THAT REMEDY) MUST BE SEVERED FROM THE ARBITRATION AND BROUGHT IN COURT. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011.14.6. Initiation of Arbitration/Selection of Arbitrator. If you or the Sony Entity you have a Dispute with elect to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), American Arbitration Association | ADR.org, or JAMS JAMS Arbitration, Mediation and ADR services. The terms of this section govern in the event they conflict with the rules of the arbitration organization selected by the parties.14.7. Arbitration Procedures. Because the software and/or service provided to you by the Sony Entity you have a Dispute with concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, applicable federal or state law may also apply to the substance of any Disputes. For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures") shall apply including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at American Arbitration Association | ADR.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with the Sony Entity you had a Dispute with as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to the Sony Entity you have a Dispute with or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. The award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.14.8. Arbitration Location. You or the applicable Sony Entity may initiate arbitration in either San Mateo County, California or the United States county in which you reside. In the event that you select the county of your United States residence, the Sony Entity may transfer the arbitration to San Mateo, County in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.14.9. Severability. If any clause within this arbitration agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this section, and the remainder of this arbitration agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable in its entirety, this entire arbitration agreement will be unenforceable, and the Dispute will be decided by a court.14.10. Continuation. This section survives any termination of this agreement or the provision of PSN Services to you. GOVERNING LAW AND JURISDICTIONThe laws of the State of California, without regard to conflict-of-law rules, govern this agreement and any dispute between you and the Sony Entities. Any dispute not subject to arbitration and not initiated in small claims court may be brought by either party in a court of competent jurisdiction in either the Superior Courts for the State of California in and for the County of San Mateo or in the United States District Court for the Northern District of California. Each party submits itself to the exclusive jurisdiction and venue of those courts, and waives all jurisdictional, venue and inconvenient forum objections to those courts. In any litigation to enforce any part of this agreement, all costs and fees, including attorney's fees, will be paid by the non-prevailing party. GENERAL LEGAL16.1. Modifications. We may modify the terms of this agreement at any time, including imposing a fee for creating Accounts or for any PSN Service. A printable copy of this agreement is available at Legal. If material changes to this agreement are made, you will be notified by e-mail or other communication when you sign in to PSN Services. Your continued use of PSN Services, including use by your children on the associated Accounts, will signify your acceptance of those changes. If you do not accept material changes to the agreement, please do not use PSN Services, and contact customer service at the addresses located at the end of this agreement to terminate this agreement and your Accounts.16.2. Successors and Assigns. This agreement inures to the benefit of the parties, including any of our successors in interest. We have the right to assign our rights and obligations under this agreement to any affiliates or to any Sony Entity.16.3. Severability. If any provision of this agreement is held illegal or unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of the agreement will remain in full force and effect.WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY17.1. No Warranty. No warranty is given about the quality, functionality, availability or performance of PSN, PSN Services, or any feature or Content offered on or through PSN. All services and content are provided "AS IS" and "AS AVAILABLE" with all faults. We may change, add or remove functionalities or features in our PSN Services, and we may suspend or stop our services altogether. We do not warrant that the service and content will be uninterrupted, error-free or without delays. In addition to the limitations of liability of this agreement, we expressly disclaim any implied warranty of merchantability, warranty of fitness for a particular purpose and warranty of non-infringement. We assume no liability for any inability to purchase, access, download or use any content, data or service. YOUR SOLE AND EXCLUSIVE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH OR DAMAGE ARISING FROM PSN OR ITS PRODUCTS OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT, AND OUR MAXIMUM LIABILITY UNDER THIS AGREEMENT OR WITH RESPECT TO YOUR USE OF OR ACCESS TO PSN SERVICES IS LIMITED TO YOUR DIRECT DAMAGES, NOT TO EXCEED THE UNUSED FUNDS IN YOUR WALLET AS OF THE DATE OF TERMINATION. EXCEPT AS STATED IN THE FOREGOING SENTENCE, WE EXCLUDE ALL LIABILITY FOR ANY LOSS OF DATA, DAMAGE CAUSED TO YOUR SOFTWARE OR HARDWARE, AND ANY OTHER LOSS OR DAMAGE SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL AND HOWEVER ARISING, AS A RESULT OF ACCESSING OR DOWNLOADING ANY CONTENT TO YOUR AUTHORIZED SYSTEM, OR YOUR 4K ULTRA HD MEDIA PLAYER SYSTEM, BRAVIA® TELEVISION, SONY BLU-RAY® DISC PLAYER OR ANY OTHER HARDWARE DEVICE, OR USING OR ACCESSING PSN SERVICES. UNLESS THIS PROVISION IS UNENFORCEABLE IN YOUR JURISDICTION, THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.17.2. Internet Access. Accessing and using PSN and its Content may require an internet connection for which you are solely responsible. Further, you are solely responsible for payment of any third-party fees associated with your internet connection, including internet service provider or airtime charges. The provision, quality and security of internet connectivity are the sole responsibility of the third party providing your internet service. PlayStation Devices and all other devices are sold separately.CONTACT INFORMATIONFor further information, or if you have questions about your PSN Account, the best way to contact us is via our website at: Support. You may also reach us by phone at 800-345-7669 or write to us at the following address: Sony Interactive Entertainment, Attn: Consumer Services Department, 2207 Bridgepointe Pkwy, San Mateo, CA 94404, USA. Additional contact information for us is available at Legal.