END USER LICENSE AGREEMENT FOR VEOH SOFTWARE

A. END USER LICENSE AGREEMENT FOR VEOH SOFTWARE

B. OpenCandy End User License Agreement

C. Conduit End User License Agreement 

D. Giraffic End User License Agreement

E. StartNow End User License Agreement

END USER LICENSE AGREEMENT FOR VEOH SOFTWARE

This End User License Agreement For Veoh Software (“Agreement”) is a legal agreement between You, either an individual or a single entity (“You”), and Veoh Networks, Inc. (“Veoh”), regarding Your use of the Veoh client application software (the “Veoh Software”) which may include, but is not limited to, the Veoh web player, video uploader and browser add-ons, and related online or electronic documentation (“Documentation”) (the Veoh Software and the Documentation collectively referred to herein as the “Software”). 

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE. BY CLICKING THE “I ACCEPT” BUTTON BELOW, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE  TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE.

IF YOU ACCEPT THIS AGREEMENT, YOU MAY ALSO BE REQUIRED TO REGISTER YOURSELF AS AN AUTHORIZED USER OF THE VEOH SERVICE BY COMPLETING THE VEOH USER REGISTRATION PROCESS AT THE TIME OF INSTALLATION. 

1. LICENSE GRANT, RESTRICTIONS AND UPGRADES

(a) License Grant. Veoh hereby grants You a non-exclusive, non-transferable, revocable license to use the object code copy of the Software to use the Software for one Veoh user account (a “User Account” is comprised of the shared resources accessible by a single login ID. 

(b) Restrictions. You may not:

(i) modify, disassemble, decompile, reverse engineer or benchmark or performance test the Software or the Veoh file sharing system and other services accessible with the Software (the “Service”), except to the extent that such restriction is expressly prohibited by law; provided, however, that if You require access to the source code of the Software in order to achieve interoperability of same with other software, and if You are in a jurisdiction that mandates such access, You will, prior to exercising such right to such access, inform Veoh accordingly, and Veoh can then decide, in its sole discretion, to either: (a) perform the work in order to achieve such interoperability and charge its then-standard rates for such work to You; or (b) permit You to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability.

(ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Software to any third party or use the Software to provide time sharing, service bureau or similar services for any third party;

(iii) make any copy of the Software beyond the number of copies authorized to be installed (plus a single backup copy per installation);

(iv) circumvent or disable any technology features or measures in the Software for protection of intellectual property rights; or

(v) delete the copyright and other proprietary rights notices on the Software.

Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void.

(c) Software Upgrades. You acknowledge that Veoh may from time to time, but is not obligated to, issue upgraded versions of the Software, and may automatically electronically upgrade the version of the Software that You are using on Your computer. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement (as amended from time to time by notices posted on Veoh’s website) will apply to all such upgraded versions.

(d) Suggestions. If You provide any feedback to Veoh regarding the Software, You hereby assign Veoh all rights necessary to use, copy, modify, distribute, license and create derivative works of any such feedback, in any way Veoh so chooses in connection with offering its products and services.

2. OWNERSHIP OF SOFTWARE

The Software is the copyrighted proprietary material of Veoh. Your license under this Agreement is not a sale of the Software or any copy thereof, and Veoh retains all right, title, and interest in and to the Software (and any and all copies thereof) and all intellectual property rights thereto. Veoh reserves all rights not expressly granted under this Agreement.

3. AUTHORIZATION TO ACCESS

Veoh reserves the right to instruct the Veoh Software to delete content downloaded through the Service if it reasonably believes that such content may infringe the rights of any third party (or otherwise violate the Terms of Use or any applicable law) and You hereby grant Veoh permission to do so. 

4. USE OF THE VEOH SERVICE 

The Software enables end users to access and use the Service. You agree that Your use of the Service will be governed by Veoh’s Terms of Use and the Privacy Policy posted on the Veoh website at www.veoh.com (as may be amended from time to time). You also agree to comply with all other notices, terms and conditions posted on the Veoh website.

Veoh respects the prerogatives of copyright owners to control commercial uses of their material, and expects our users to do the same. You are responsible for complying with all laws applicable to the content available through the Software and/or the Service, including copyright laws.

As a condition to the license to use the Software and to Your use of the Service, You agree that You will not use the Software or Service to infringe the copyrights or other intellectual property rights of others in any way. You agree that any such infringement constitutes a material breach of this Agreement and would cause irreparable harm to Veoh and entitle Veoh to receive equitable relief. You agree that You will indemnify, defend and hold Veoh harmless against all liabilities, damages, claims, fines and expenses (including reasonable attorneys’ fees) arising out of any claim that You have infringed the copyrights or intellectual property rights of others.

As a condition to Your use of the Software and Service, You agree that You will not use the Software or Service, or attempt to penetrate, modify or manipulate the Software or Service or any of the hardware or software thereof, in order to invade the privacy of, obtain the identity of, or obtain any personal information about (including but not limited to IP addresses of) any Veoh account holder or user, or to modify, erase or damage any information contained on the computer of any user connected to the Service.

As a condition to Your use of the Software and Service, You agree that You will not use the Software or Service for any unlawful purpose. This includes, but is not limited to, making available, storing, transmitting or disseminating information, data or material which is libelous, pornographic, obscene, unlawful, threatening, defamatory, or which in any way constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law, order or regulation.

As a condition to Your use of the Software and Service, You agree that You will not manipulate identifiers or undertake any other action in order to disguise the origin or misrepresent the content of any data transmitted through the Software or Service.

As a condition to Your use of the Software and Service, You acknowledge and agree that Veoh may automatically electronically deliver content to You through the Software and the Service.

Some personal firewall programs may be configured in such a way as to prevent the Veoh Software from receiving updates. If the computer on which You install the Veoh Software is so configured, it may be necessary for You to make an exception entry in the configuration of the personal firewall program to allow the Veoh Software to successfully function and receive these updates.

5. TERM AND TERMINATION

The term of this Agreement begins upon installation of the Software and shall continue in effect for as long as You have the Software installed on any computer owned, leased or controlled by You.

Veoh reserves the right to terminate this Agreement at any time if You are in breach of any of the terms of this Agreement or the Terms of Use posted on the Veoh website, as amended from time to time. Without limiting the foregoing, Veoh specifically reserves the right to terminate Your User Account and to block Your use of the Service permanently: (a) if You infringe the rights of others in conjunction with Your use of the Service; (b) if Veoh believes Your conduct is harmful to the interests of Veoh, its affiliates, or other users; and (c) for any other reason in Veoh’s sole discretion. Upon termination by Veoh You must immediately cease using the Software and destroy all copies of the Software in Your possession or control. You may also terminate this Agreement at any time by ceasing use of the Software and destroying all copies of the Software in Your possession or control. To uninstall the Veoh Software use the uninstall procedures provided by Your operating system or device.

6. THIRD-PARTY SITES

Veoh’s Service provides access to other sites on the Internet that are owned and operated by third parties. You acknowledge that Veoh is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if You have any concerns regarding such sites. Veoh encourages You to review any privacy policies and terms of use of such third-parties' sites.

7. DISCLAIMER

THE SOFTWARE IS PROVIDED “AS-IS.” VEOH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SOFTWARE OR ITS OPERATION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, VEOH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF NON- INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW OR OTHERWISE GOVERN THE SCOPE OF EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY IN FULL. YOU ACKNOWLEDGE THAT THIS PRE-RELEASE SOFTWARE, LIKE ALL BETA SOFTWARE, MAY NOT PERFORM ALL INTENDED FUNCTIONS OR OPERATE PROPERLY, MAY INTERFERE WITH OTHER SOFTWARE APPLICATIONS, MAY CONTAIN BUGS, AND MAY CAUSE DATA LOSS OR OTHER PROBLEMS. VEOH DOES NOT GUARANTEE THAT ANY SPECIFIC PROBLEMS WITH THE SOFTWARE WILL BE CORRECTED.

8. LIMITATION ON DAMAGES

IN NO EVENT SHALL VEOH BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE SOFTWARE, ON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF VEOH HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF DAMAGES SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, VEOH’S AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. GOVERNMENT END USERS

If the Software is being acquired on behalf of the United States Government, the following applies: Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Consistent with DFARS 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by or for the United States government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. EXPORT CONTROL

The website through which the Software may be downloaded is controlled by Veoh from its facilities in the United States of America. Veoh makes no representations that the Software is appropriate or available for use in other locations. Those who download the Software from other jurisdictions do so at their own volition and are responsible for compliance with local law. You may not use or export the Software in violation of U.S. exports laws and regulations.

11. GOVERNING LAW

This Agreement and any and all claims relating to the Software shall be governed by the laws of the State of California, U.S.A. without regard to or application of choice of law rules or principles. You hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County of the State of California.

12. MISCELLANEOUS

Veoh may amend this Agreement at any time by a notice on its website, which shall be binding upon You; accordingly, we urge You to visit the Veoh website periodically to review the then current and effective terms and conditions for use of the Software, as well as the Veoh website and Service. You may not revise or amend these terms and conditions without the prior written authorization of an officer of Veoh. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located within the Veoh website. This Agreement will bind and inure to the benefit of each party’s successors and assigns, provided that You may not assign this Agreement, in whole or in part, without Veoh’s prior written consent. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. No delay or failure by Veoh to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. 

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

April 2010

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B. OpenCandy End User License Agreement

January 26, 2010

This installer uses the OpenCandy network to recommend other software you may find valuable during the installation of this software. OpenCandy collects NON-personally identifiable information about this installation and the recommendation process. Collection of this information ONLY occurs during this installation and the recommendation process; in accordance with OpenCandy's Privacy Policy, available at www.opencandy.com/privacy-policy

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C. Conduit End-User License Agreement 

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE “EULA”) BEFORE DOWNLOADING, INSTALLING OR USING THE CONDUIT SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY THE “SOFTWARE”). THE SOFTWARE DOES NOT INCLUDE THIRD-PARTY APPLICATIONS (AS DEFINED IN SECTION 1 BELOW) OR OPEN SOURCE SOFTWARE (AS DEFINED IN SECTION 3 BELOW). THIS IS A LEGAL AGREEMENT BETWEEN CONDUIT LTD. (“CONDUIT”) AND YOU. THIS EULA (WHICH IS AVAILABLE AT http://hosting.conduit.com/eula/), THE CONDUIT PRIVACY POLICIES AND THE CONTENT SHARING TERMS OF SERVICE (WHICH ARE AVAILABLE AT http://www.conduit.com/), ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE, GOVERN YOUR ACCESS TO AND USE OF THE SOFTWARE. 

Conduit is willing to license the Software to you only upon the condition that you accept all the terms contained in this EULA. By selecting the “Next” button (or similar language provided by us) or by downloading, installing or using the Software, you acknowledge and agree that you have read and understand this EULA and accept all of its terms. 

We recommend that you print out or save a local copy of this EULA for your records. If you agree to this EULA on behalf of another person or legal entity including, without limitation, another business, you represent and warrant that you have the authority to bind that entity to this EULA and your agreement to this EULA will be treated as the agreement of the entity. In that event, “you” and “your” will refer and apply to that entity. If you do not accept this EULA in its entirety, then Conduit is unwilling to license the Software to you and you may not access or use the Software. 

In addition, by accessing and using the Software you acknowledge and agree to the privacy and legal policies contained hereof. 

Conduit reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. If Conduit materially modifies this EULA it will post the updated EULA as part of a drop down menu from the Application via a hyperlink or by other reasonable means now known or hereafter developed. Conduit will also update the “Last Updated Date” at the end of the page. By continuing to use the Software after Conduit has posted a modification of this EULA, you agree to be bound by the modified EULA. If the modified EULA is not acceptable to you, your only recourse is to cease using the Software.

Conduit Platform and Third Party Applications.

1.1. Conduit provides a software-as-a-service technology (together with the Software, the "Conduit Platform") which allows publishers to develop, maintain and deliver their own Third Party Applications. As used herein a “Third Party Application” is a software application including any content, links, games or materials that are made available to you by the publisher in connection therewith, via the Software. Such Third Party Applications may be specifically customized by a publisher and may include the publisher’s branding or other content owned or licensed to the publisher.

1.2. Your use of any Third Party Application is subject to any terms and conditions provided with such Third Party Application and is not governed by this EULA. Conduit is not responsible for any Third Party Application and you acknowledge that such application may be modified or removed by its publisher and/or respective rights owner at any time. You assume all responsibility and risk of use of any Third Party Application (including any content therein) and Conduit hereby disclaims any and all liability to you or any third party related thereto. Conduit does not have any obligation to examine or scan Third Party Applications, for any purpose, and is not responsible for the accuracy, completeness, appropriateness or legality of any Third Party Application. The fact that a Third Party Application is available via the Conduit Platform or otherwise is not an endorsement, authorization or representation of Conduit’s affiliation with any third party, nor is it an endorsement of such Third Party Application and you hereby waive, any legal or equitable rights or remedies you have or may have against Conduit with respect thereto.

License to Software and Use.

2.1. Conditioned upon your compliance with the terms and conditions of this EULA, Conduit hereby grants to you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to install and use the executable form of the Software on a single computer or device, solely for your personal use, provided that you use the Software on a computer owned or controlled by you. You may make a single copy of the Software for backup purposes. Conduit reserves all rights in the Software not expressly granted to you in this EULA.

2.2. As part of the installation process of the Software, you may opt to add certain changes to your Internet Browser settings. Such changes may be approved by you in advanced and can be reconfigured by you at any time from the “Options Menu” available in the Software and/or in the configuration options available on your Internet Browser. Such changes may include, without limitation, the following: 

2.2.1. Change of the default search engine in your Internet Browser's built-in search box, if applicable; 

2.2.2. Change of the default Homepage of your Internet Browser, if applicable;

2.2.3. Addition of alternative "Page not Found" functionality, if applicable; 

2.2.4. Additional search related services;

2.2.5. Allowing software updates of the Software once a new version is released.

2.3. To uninstall the Software, you may use the standard uninstall procedures offered by your computer's Operating System or your Internet Browser. For example: 

2.3.1. Uninstall from Internet Explorer – go to the Microsoft Windows “Add/Remove Programs” menu in either the My Computer/Control Panel option or the Settings/Control Panel option. Once you access the Control Panel option, select “Add/Remove Programs”, find the Software in the list of installed applications and click on it, then click on the "Change/Remove" button. 

2.3.2. Uninstall from Firefox – go to the "Tools" Menu, Select "Extensions", find the Software in the list of installed extensions and click on it, the click on the "Uninstall" button. 

2.3.3. uninstall from Safari – go to the “Finder” application, Select Applications, find the Software folder and click on it, Select the Software name you wish to uninstall, then double click on the “uninstall” application, a “User name & Password” dialog window will be opened in which you will have to fill the required fields and to accept the operation. For other examples please refer to the standard uninstall procedures offered with your computer's Operating System or your Internet Browser

License Restrictions.

3.1. Except as expressly specified in this EULA, you may not: (a) copy or modify the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (c) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You acknowledge and agree that portions of the Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Conduit and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the Software provided in object code or any other Conduit products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

3.2. Any Open Source Software that may be accompanying the Software is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open source licenses file accompanying the Software. As used herein "Open Source Software" is open source software components provided with the Software that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the Software.This EULA does not apply to any Open Source Software accompanying the Software and Conduit hereby disclaims any and all liability to you or any third party related thereto.

Proprietary Rights.

4.1. The Software is licensed, not sold. You agree that Conduit owns all right, title and interest in and to the Software, including without limitation all intellectual property rights therein. The Software is protected by United States (ot other contries) copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you.

4.2. All rights in the Third Party Applications, including all ownership rights are reserved and remain with such third parties. You agree that such third parties may enforce their rights against you directly in their own name. Conduit is not liable for your failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to your use of any Third Party Applications.

Privacy and Legal Rights

5.1. Conduit is committed to protecting the privacy and legal rights of the publishers and the users that use the Conduit Platform. Conduit does not collect the personally identifiable information of users via the Software or Third Party Applications. In addition, as part of Conduit’s terms of service and user agreements, among other requirements, Conduit prohibits the violation of a user’s privacy rights and the distribution of materials that are illegal, infringing or may be deemed offensive by Conduit, in its sole discretion. The Conduit Privacy Policies (available at http://www.conduit.com/) contain information about Conduit’s policies and procedures regarding the collection, use and disclosure of information Conduit receive from users of the Conduit Platform.

5.2. If you believe that your legal or privacy rights have been violated while using the Software or Third Party Applications, Conduit encourages you to report such matters to Conduit at your earliest convenience (to report, please visit the "Legal" section at the Conduit website, at http://www.conduit.com/). Conduit will, at its discretion, examine your complaint and take commercially reasonable efforts to attempt to resolve the issue as part of Conduit’s commitment to providing a positive user experience.

Representations and Warranties. You agree to comply with all applicable laws, rules and regulations when using the Software. You will not use the Software to infringe anyone’s copyrights.

No Obligation. 

Conduit is not obligated to maintain or support the Software, or to provide you with updates, fixes, or services related thereto.

Government Users. 

Any use, duplication, or disclosure of the Software by the U.S. government is subject to the restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Manufacturer is Conduit Ltd.

Export Laws. 

You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

Disclaimer of Warranty. 

You expressly acknowledge and agree that you assume all the responsibility and risk for your use of the Software and the results and performance thereof and your use of any Third Party Applications.

THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. CONDUIT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CONDUIT OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. CONDUIT DOES NOT REPRESENT OR WARRANT THAT: (I) THE SOFTWARE OR ANY THIRD PARTY APPLICATION WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE SOFTWARE OR ANY OF THIRD PARTY CONTENT WILL BE UNINTERRUPTED; OR (III) THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE, ANY THIRD PARTY CONTENT AND ANY DATA ACCESSED THEREFROM. INFORMATION PROVIDED THROUGH THE SOFTWARE OR ANY THIRD PARTY APPLICATION, INCLUDING WEATHER REPORTS, FINANCIAL DATA, ANALYSIS, MARKET INFORMATION AND NEWS, MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE CONDUIT GROUP (DEFINED BELOW) AND CONDUIT’S THIRD PARTY LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. CONDUIT MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE SOFTWARE OR THE THIRD PARTY CONTENT AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO UNINSTALL AND CEASE USE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability. 

IN NO EVENT WILL CONDUIT, ITS AFFILIATED ENTITIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AUTHORIZED AGENTS (COLLECTIVELY, THE “CONDUIT GROUP”) AND CONDUIT’S THIRD PARTY LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY APPLICATION UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE CONDUIT GROUP OR ITS THIRD PARTY LICENSORS WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL CONDUIT’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS EULA, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification. 

You agree to indemnify and hold the Conduit Group harmless from and against any loss, liability, costs or expenses (including but not limited to reasonable attorneys fees) arising from or incurred as a result of any third party claims, to the extent that such claims relate to or are based on your breach of this EULA or your use of the Software or a Third Party Application.

Term and Termination. 

Your license to use the Software under this EULA shall continue until it is terminated by either party. You may terminate this EULA at any time, by discontinuing use of all or any of the Software and by destroying all copies of the Software in your possession and control. This EULA and the license granted to you under this EULA terminate automatically if you breach any term of this EULA. Upon termination, you must at Conduit’s option either promptly destroy or return to Conduit all copies of the Software in your possession or control. Sections 1, 2, 4, 6 through 11, 13 and 14 shall survive the termination of this EULA.

Miscellaneous. 

(a) This EULA and all the policies referenced herein constitute the entire agreement between Conduit and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Conduit. (b) The section titles in this EULA are provided solely for convenience and have no legal or contractual significance. (c) This EULA shall be governed by and interpreted under the laws of the State of New York, without regard to its conflicts of laws provisions. All actions relating to this EULA and the Software shall be brought in the competent court in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. (d) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (e) If for any reason a court of competent jurisdiction finds any provision of his EULA or portion thereof, to be unenforceable, that provision of this EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. Conduit reserves the right, at our discretion, to update or revise this EULA. (f) Except as required by law, the controlling language of this EULA is English. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail. (g) You may not assign your rights under this EULA to any party without Conduit’s consent. (h) If any provision of this EULA shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this EULA and shall not affect the validity and enforceability of any remaining provisions. (i) Nothing in this EULA will be construed as creating a joint venture, partnership, employment or agency relationship between you and Conduit, and you do not have any authority to create any obligation or make any representation on Conduit’s behalf. (j) If you have any questions about the Software, please visit the our website at http://www.conduit.com/.

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D. Giraffic Video Accelerator Beta End User License Agreement

The Giraffic Video Accelerator is secure client-side networking technology for delivery of software and media, improving the speed, reliability, and efficiency of content downloaded from the Web. The Giraffic Video Accelerator connects your machine and other end user machines and uses those machines' capacity to help speed delivery. 

End users of The Giraffic Video Accelerator will find that the client: 

• Speeds up downloads and streaming of rich media.

• Is a secure data networking component with no adware or spyware.

• Runs in the background with negligible use of PC resources or upload bandwidth.

The Giraffic Video Accelerator accomplishes this by coordinating all caches of content on the Giraffic network, including caches on end user machines as well as web servers and other sources. In order to speed the download process, The Giraffic Video Accelerator: 

• Connects end user machines to use multiple sources of data.

• Looks for faster/nearer sources of a file.

• Routes your download around network congestion and traffic spikes.

• Uses advanced data streaming technology to optimize the bandwidth utilization and improve the end user’s download speed.

NOTICE: Please carefully read and review this Beta End User License Agreement (this "Agreement"). This Agreement is a legal agreement between Giraffic, Inc. ("Giraffic" "We," "Us," or "Our") and you (either an individual or an entity). This Agreement specifies the terms under which you are allowed you to evaluate and use our Giraffic Video Accelerator and our related services (referred to collectively as the "Giraffic Video Accelerator" or the "Software"), as it may be modified from time-to-time, to retrieve digital information of all types that is posted on the Internet by publishers working with Giraffic.

 

1. Agreement to EULA; Beta Software

(a) By installing or using the Software, you are consenting to be bound by this Agreement. Use of the Software is also governed by the Giraffic Privacy Policy, which is incorporated into this Agreement by this reference. If you do not agree to be bound by this Agreement you may not install or use the Software. You can remove this software through a standard uninstall process under Control Panel ->Add/Remove Programs.

(b) Public Beta

You understand and acknowledge that the Software is being provided as a Beta, and is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing Giraffic with feedback on the quality and usability of the Software. The Software may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your computer and from peripherals (including, without limitation, servers and computers) connected thereto. Giraffic strongly encourages you to back-up all data and information on your computer and any peripherals prior to using the Software. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR COMPUTER AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, Giraffic is not obligated to provide any maintenance, technical or other support for the Software.

(c) Changing the Software

Giraffic reserves the right to modify, suspend or stop the service underlying the Software (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Giraffic may provide notice of any such changes to the Software by posting them on its websites and/or via the Software. You agree that Giraffic shall not be liable to you or any third party for any modification or cessation of the Software. You acknowledge that Giraffic has no express or implied obligation to provide, or continue to provide, the Software, or any part thereof, now or in the future; and in addition, Giraffic may at any time, upon prior notice as required by applicable law, institute charges or fees for the Software.

(d) Feedback

As part of using the Software, Giraffic will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Software. You agree that in the absence of a separate written agreement to the contrary, Giraffic will be free to use any feedback you provide for any purpose.

2. Single Copy Software License and Trademarks.

(a) The Software is copyrighted and protected by law and international treaty. You may install and use this Software on a single computer for your internal use only, unless specifically licensed to do otherwise by Giraffic. 

(b) All rights not expressly granted by us in this Agreement are reserved. Without limiting the generality of the previous sentence, you may not (i) copy the Software (or any part of the Software), (ii) modify the Software or separate out any of its components for use with other software, (iii) transfer the Software to another person (except that you may transfer the software in connection with a transfer of the computer on which it is installed), (iv) decompile, disassemble, or otherwise reverse engineer or attempt to discover any underlying proprietary information of the Software, or (v) use the Software in any way that violates any applicable federal, state, local, or international law or regulation.

(c) You further acknowledge that "The Giraffic Video Accelerator" and "Giraffic" are our trademarks and that this license does not grant you any right whatsoever in these trademarks. For example, you have no right to use, copy, modify, or publicly display these trademarks, and you may not remove, alter, or delete such trademarks as are affixed by us to reports, documents, templates, screen shots, etc. generated through use of the Software. Finally, you may not assist or allow anyone to do anything that this Agreement prohibits you from doing.

(d) You understand that the Software is licensed to you and not sold. We retain title to all copies of the Software and all intellectual property rights contained within or embodied by the Software.

3. Upgrades.

You acknowledge that from time to time we may issue upgraded versions of the Software and may automatically download and electronically upgrade the version of the Software running on your computer. This is done to maintain the security of the software, upgrade the protocol and upgrade Software features. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement will apply to all such upgraded versions. Any upgraded version of the Software will be subject to this Agreement.

4. Operation of The Giraffic Video Accelerator and Your Information 

(a) You agree that the Software may send and receive commands and data related to participating publishers’ digital information ("Published Content") to and from the UC network and other Giraffic Video Accelerators to facilitate the downloading of Published Content.

(b) Giraffic may retain information regarding the transmission of Published Content similar to a normal web server. Such information may include IP Address, URL of the content retrieved, data and time, and file size. None of this information, however, is associated with any personally identifiable information.

(c) As a condition to your downloading and using the Software and services, you agree not to (i) use the Software or our services, or attempt to penetrate, modify or manipulate the Software or our services or any of the hardware or software thereof, in order to invade the privacy of, obtain the identity of, or obtain any personal information or Internet protocol addresses of, any end-user that has installed the Software, or to modify, erase or damage any information contained on the computer of any end-user connected to Giraffic or otherwise; (ii) use any device, software or routine, or take any action whatsoever, to interfere or attempt to interfere with the proper working of the Software or our services or any servers or networks connected to the Software, or any policies, requirements or regulations of networks connected to the Software (including any unauthorized access to, use or monitoring of data or traffic thereon);; (iii) engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement; and/or (iv) plan or engage in any illegal activity. 

5. Giraffic does not review or have any control over Published Content.

If you choose to download and use any Published Content, then your rights with respect to such Published Content shall be a matter between you and the third party publisher of such Published Content and may be affected by such third party content provider's license agreement, terms of use, or other applicable policies and guidelines or by applicable law. Giraffic disclaims any and all liability arising from, or in connection with, your download or use of any Published Content, including but not limited to any and all responsibility for (i) the functionality, performance, truthfulness, accuracy, or completeness of any Published Content, (ii) for any claims that such Published Content infringes any copyright or other intellectual property right, misappropriates or violates any right of privacy or publicity, defames any person or business, or is obscene or otherwise offensive or inappropriate, and (iii) information that is gathered from you, if at all, by third party content providers before, during, or after your request to such content providers to download Published Content.

6. Updates to the Terms of Use.

You acknowledge that from time to time we may modify the terms governing your use of the Software. Notice of such updates will be provided by posting the effective date on the Software Terms of Use appearing on Giraffic' Website. You consent to and agree to be bound by the current Terms of Use if you continue to use the Software after the effective date of such Terms of Use.

7. Disclaimers.

THE SOFTWARE IS PROVIDED "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. GIRAFFIC DISCLOSES ALL WARRANTIES EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE WARRANTY PERIOD. AKAMAI DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR MATERIALS PROVIDED THROUGH USE OF THE SOFTWARE ARE ACCURATE, COMPLETE, RELIABLE, TIMELY, SECURE, CURRENT, OR ERROR-FREE. THOSE WHO DOWNLOAD THIS SOFTWARE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

8. Limitation of Liability.

(A) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL GIRAFFIC, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES OR LICENSORS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA OR INFORMATION, UNAUTHORIZED ACCESS TO AND/OR LOSS OF YOUR PERSONALLY IDENTIFIABLE INFORMATION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES AND LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ITS USE OR THIS AGREEMENT, EVEN IF GIRAFFIC, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. (B) GIRAFFIC IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY THE SOFTWARE, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SOFTWARE. UNDER NO CIRCUMSTANCES SHALL GIRAFFIC BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SOFTWARE OR FROM THE CONDUCT OF ANY USERS OF THE SOFTWARE, WHETHER ONLINE OR OFFLINE. (C) YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS UNDER THIS AGREEMENT THAT LIMIT LIABILITY, DISCLAIM WARRANTIES, OR EXCLUDE CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES ARE ESSENTIAL TERMS OF THIS AGREEMENT THAT ARE FUNDAMENTAL TO THE PARTIES' UNDERSTANDING REGARDING ALLOCATION OF RISK. ACCORDINGLY, SUCH PROVISIONS SHALL BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISIONS AND SHALL BE ENFORCED AS SUCH, REGARDLESS OF ANY BREACH OR OTHER OCCURRENCE HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

9. Proprietary Rights.

Giraffic and its licensors retain all copyrights, trade secret rights, patents, trademarks, and any other proprietary rights covering or relating to the Software. You acknowledge that the Software includes or incorporates proprietary and confidential information belonging to Giraffic and its licensors. 

10. Termination.

We may terminate this Agreement at any time and without prior notice if you violate it. You must destroy all copies of the Software in your possession or control promptly upon termination. Our termination will not limit any of our other rights or remedies under this Agreement or at law or in equity. Any provision of this Agreement that by its sense and context is intended to survive termination of this Agreement will survive termination.

12. Governing Law.

This Agreement and any and all claims relating to the Software shall be governed by the laws of the State of Israel without regard to or application of choice of law rules or principles.

13. Export.

You acknowledge that the Software is subject to United States export control laws, including but not limited to the export administration regulations. You will not export, re-export or divert the Software in contravention of those laws.

14. Electronic Contracts and Records.

For all purposes under the Agreement and all other purposes under applicable law, an electronic communication of any kind shall be deemed (i) a "writing" and "written"; (ii) "signed"; and (iii) when printed from electronic files or records established and maintained in the normal course of business, an "original business record." You expressly waive any right to object to the validity or enforceability of this Agreement or any other electronic communication on the ground that a "statute of frauds" or any other law requires that agreements be in writing or signed by the bound party. Electronic communications, if introduced as evidence in any proceedings, shall be admissible as between the parties to the same extent and under the same conditions as business records originated and maintained in paper form. 

15. Severability and Waiver.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remaining provisions of this Agreement will remain valid and fully enforceable. No delay or failure to take action under these terms and conditions will constitute a waiver by Giraffic unless expressly waived in writing by a duly authorized officer of Giraffic.

16. Modification.

You may not amend terms or conditions of this Agreement without the prior written consent of an authorized officer at Giraffic. We may prospectively amend this Agreement at any time pursuant to Section 6. 

17. Miscellaneous.  Customer may not assign its rights or delegate its duties or obligations under this Agreement without Giraffic' prior written consent. Customer acknowledges that a violation of this Agreement will cause irreparable harm to Giraffic, and agrees that, in addition to any other remedies provided by law, Giraffic shall be entitled to seek injunctive relief against any such violation without having to post a bond.  This Agreement supersedes all other prior agreements, oral or written, and all other communications between the parties relating to its subject. Any action or dispute between Customer and Giraffic shall be resolved exclusively by the competent court in Tel Aviv, Israel.

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E. StartNow End User License Agreement

By clicking on "Submit", "Download", "I Accept" or such similar button or link as may be required to execute the Ask Search Assistant or initiate its download, or by using the Ask Search Assistant, you agree with IAC Search & Media Europe Ltd ("Ask.com", "we" or "us") to be legally bound by this End User License Agreement (this "Agreement").

This Agreement will govern your use of the Ask Search Assistant (the "Search Assistant") including any Ask web search or other services (the "Services") made available by means of the Search Assistant and the website located at www.ask.com (the "Web Site"). Use of the Services and Web Site is subject to the Ask Terms of Service and Privacy Policy that you can find at http://sp.uk.ask.com/en/docs/about/site_policies.shtml.

After execution, the Search Assistant will change the settings of your Internet browser as follows, depending on which option(s) you choose:

Default Search: If you consent to make Ask.com your default search, your Internet browser default search feature will be set to Ask.com and you will access Ask web search services (i) by entering queries in your browser chrome search box; (ii) by entering queries in your Internet Explorer browser address bar, and (iii) in response to misspelled, incorrectly formatted or unresolved DNS submissions in your Internet Explorer browser address bar.

Default Home Page: If you consent to change your default home page, Ask.com will become your default home page and will appear each time you open your Internet browser.

You can easily undo the effect of the Search Assistant on your Internet browser settings by clicking on the "Start" button, then clicking on the "Settings" button, then clicking on the "Control Panel" button, then clicking on the "Add or Remove Programs" button, then selecting "Ask Search Assistant" and finally clicking on the "Change/Remove" button. Make sure all your browser windows are closed before starting this process.

THIS PRODUCT AND ALL THE FEATURES LISTED ABOVE ARE FREE. NO REGISTRATION IS REQUIRED. THIS PRODUCT IS NOT SPYWARE OR ADWARE.

You must be at least 18 years old in order to agree to this contract and download and execute this product. If you are not yet 18, please ask your parent or legal guardian to download and execute the Search Assistant for you.

1. License Grant

Subject to this Agreement, Ask.com grants you a non-exclusive, limited license, to (a) download and execute the most current generally available version of the Search Assistant, and (b) use the Search Assistant you download and execute solely for your personal, non-commercial purposes. Your use of the Ask Services through the Search Assistant is subject to the Ask Terms of Service and Privacy Policy available here: http://sp.uk.ask.com/en/docs/about/site_policies.shtml.

2. License Conditions

You may not copy, rent, sell, lease, sublicense, distribute or transfer the Search Assistant or this Agreement or use the Search Assistant for the benefit of any third party. In addition, you may not access, create, modify, decompile, disassemble, create derivative works from or otherwise reverse-engineer the source code of the Search Assistant, or attempt to do so, except to the extent expressly permitted or required by law. If you do create any modifications, enhancements or derivative works in breach of the foregoing, they will remain our sole property, and you hereby assign to us any and all rights relating to them and/or agree to perform, at your own expense, all actions we deem necessary to ensure that full title in and to such modifications, enhancements or derivative works is assigned to us.

We reserve the right improve the Search Assistant from time to time by adding features or functions to it.

3. Ownership

You acknowledge that the Search Assistant, including all code, protocols, software and documentation provided in conjunction with the Search Assistant belongs to us or our licensors, and is protected by copyright, trade marks, patents, trade secrets and other intellectual property and proprietary rights including moral or similar rights. All rights not expressly granted under this Agreement are reserved to us and our licensors.

4. Access and Interference

You may not use any robot, spider, other automatic or manual device or process to interfere or attempt to interfere with the proper working of the Search Assistant, Web Site or Services, except to undo the effect of the Search Assistant. You may not violate or attempt to violate the security of the Search Assistant. We reserve the right to investigate and take legal action if we suspect there have been any such violations, and we may involve, and cooperate with, law enforcement authorities in prosecuting any users involved. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other means of directly or indirectly damaging, destroying, disrupting or otherwise impairing a computer's functionality or operation.

5. Disclaimer of Warranty

Without affecting your statutory rights, you understand and agree that:

(a) Your use of the Search Assistant, Web Sites and Services is at your sole risk. The Search Assistant, Web Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis. To the extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express or implied, including the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement;

(b) The Search Assistant, Web Site and Services are provided for information only. No content on the Search Assistant, Web Site or Services is intended to constitute professional advice, whether medical, financial, legal or otherwise;

(c) We make no representation or warranty that the Search Assistant, Web Site or Services will meet your requirements, that the operation of the Search Assistant, Web Site or Services will be uninterrupted, secure, or error-free, that the results obtained from the use of the Search Assistant, Web Site or Services will be lawful, accurate, truthful, timely, current, useful or reliable, or that any products, services, information or other material obtained by you through the Search Assistant, Web Site or Services will meet your needs;

(d) You obtain material through the use of Search Assistant, Web Site or Services at your own discretion and risk, and you will be solely responsible for any damage to computer systems or for any loss of data that results from the download or use of any such material; and

(e) No advice or information, whether oral or written, obtained by you from the Search Assistant, Web Site or Services will create any warranty.

6. Termination of Agreement

You may terminate this Agreement at any time by undoing the effect of the Search Assistant on your Internet browser settings as described above and destroying any copies of the Search Assistant in your possession or control.

We may terminate this Agreement at any time, without notice to you, by terminating your access to the Web Site or Services through the Search Assistant if we are required to do so for legal reasons or if we reasonably suspect that you have breached this Agreement, for example by violating any of the restrictions set out in Clause 2 above.

We may also discontinue, disable or alter any aspect or feature of the Search Assistant, Web Site or Services, or restrict the times or amounts of your use of the Services, at any time and without notice to you, if any of these actions becomes necessary due to changes in the law, changes in our business, changes in our contracts with suppliers, development of technology, development of new products or services, changes to existing products or services, changes in corporate strategy, takeover, change in control, or other forms of corporate re-organisation or any matters beyond our reasonable control.

7. Limitation of Liability

Nothing in this Agreement, including the two paragraphs below this one, will limit or exclude our liability for death or personal injury resulting from negligence or any other liability which cannot lawfully be restricted or excluded.

Subject to the paragraph above, you agree that neither Ask.com nor its parents, subsidiaries, affiliates, suppliers, advertisers or partners, nor its or their officers, directors, employees or agents (the "Covered Parties") will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including any loss of use, loss of profits, loss of data, loss of goodwill, and costs of procurement of substitute products or services, whether arising under breach of contract, tort (including negligence and strict liability) or otherwise in relation to: (a) your use of, or inability to use, the Search Assistant, Web Site and/or Services; (b) unauthorized access to or alteration of your transmissions or data by third parties or malicious code or programs unrelated to the Search Assistant; (c) any statements or content posted or provided on the Web Site or conduct of a third party on the Web Site; (d) reliance on content on or obtained through the Web Site or Services; or (e) any other matter relating to the Search Assistant, Web Site and/or Services.

Subject to the first paragraph of this Clause 7, the direct liability of Ask.com or any other Covered Party will be limited to £100.00.

8. Export Controls

The Search Assistant and its underlying information and technology may not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You may not execute or download the Search Assistant if you are located in, under the control of, or a national or resident of any such country or on any such list, and you agree to comply with all applicable export control laws. Information about these laws is available at http://www.treasury.gov/offices/enforcement/ofac/ and http://www.bis.doc.gov/licensing/exportingbasics.html.

9. General

No Other Agreements Between Us. This Agreement constitutes the entire agreement between you and us governing your use of the Search Assistant and supersedes any prior agreements between you and us relating to such subject matter.

Applicable Law; Jurisdiction. This Agreement will be governed by the laws of England and Wales, and you agree that the English courts will have exclusive jurisdiction over any disputes arising under this Agreement, except that we reserve the right to seek injunctive relief if necessary in the courts of another jurisdiction.

Severability. If any provision of this Agreement is found by a court or other authority to be void or unenforceable, you agree that it may be severed from this Agreement, and that the remaining provisions of this Agreement shall continue in full force and effect.

Limitation Period for Claims; No Waiver. To the extent permitted by law, you agree that we will have no liability for any claim relating to this Agreement that is not filed within one year of the date you became aware or should reasonably have become aware of the cause of action. Our failure to enforce or exercise any provision of this Agreement will not constitute a waiver of our rights or that provision.

Contact Information. If you have any questions or concerns about this Agreement or the Search Assistant, Web Site or Services, you may contact us by using the email facility at http://web.ask.com/desktop/feedback or writing to:

IAC Search & Media Europe Limited Attention: Legal Department Unit 1, College Business & Technology Park Blanchardstown North Road Dublin 15 Ireland

Headings. The section headings in this Agreement are for convenience only and have no legal effect.

© 2009 IAC Search & Media

FC2

4730 South Fort Apache Road

Suite 300

Las Vegas, NV 89147

Tel: 310-770-4880

Email: info@veoh.com