This Software License Agreement ("Agreement") is applicable to the VIS Toolbar (the "Software"). The right to use the Software will be granted to you by Verizon Internet Services Inc. ("VIS"), and its licensors, under the terms of this Agreement ONLY if you: (i) are at least 18 years of age; and (ii) indicate your acceptance of these terms by clicking the "I Agree" button provided below or download this Software. If you are unable or unwilling to agree to the terms of this Agreement, VIS does not grant you any license to the Software. The Software complies with the VIS Privacy Policy, as it may be updated from time to time. The VIS Privacy Policy may be viewed at http://www2.verizon.net/ (the "Website"), under "policies" (or other VIS web locations as may be later created).

1. Licensed Uses and Restrictions.

The Software (which includes all applications, documentation, installer code, and updates to any of the foregoing as may be provided from time to time) is owned by VIS and its licensors (if any), and is licensed to you only under the terms of this Agreement. All rights not expressly granted to you are reserved by VIS and its licensors. Any additional terms imposed by licensors shall be reflected in Section 9 below, and you shall comply with the terms of such licensors as well as the terms provided below.

You are hereby granted by VIS a non-exclusive, non-sublicenseable license to install and use the Software on a computer owned or controlled by you and for your personal and non-commercial use only. You may copy the Software for your backup purposes or for your installation and your use on additional computers owned or controlled by you. This license shall be perpetual, unless earlier terminated by you, VIS or its licensors under the terms of this Agreement.

YOU MAY NOT: (i) reverse engineer, decompile, disassemble (or attempt to derive the source code of the Software in object code form), modify, translate, or create derivative works of the Software, or let any third party do any of the foregoing; (ii) reproduce the Software other than as specified above; (iii) sublicense, rent, lease, loan, timeshare, sell, distribute, publish, transfer, assign or grant a security interest in the Software; (iv) alter or remove any of VIS's or its licensors' copyright or proprietary rights notices or legends appearing on or in the Software (and any copies of the Software made by you under this Agreement shall include such notices); (v) use or display any trademarks, trade names, trade dress or other indicia of origin of VIS or its affiliates and licensors, except as part of your use of the Software as provided to you; (vi) use or export the Software in violation of applicable U.S. laws or regulations; (vii) use the Software in connection with any activity where human life or property may be at stake.

2. Termination

You may terminate the Agreement by discontinuing your use of all of the Software and by destroying all copies of the Software possessed or made by you. VIS may terminate this Agreement at any time by providing thirty days notice of such termination to you in writing, either sent directly to you (for example, at an email address or postal address provided by you), or by a notice posted on the VIS Website. This Agreement will terminate immediately on any breach of the terms of this Agreement by you. On any termination, you must discontinue all use of the Software and destroy all copies of the Software in your possession or which you have made. Sections 3-8 of this Agreement shall survive any termination of this Agreement.

3. Ownership

The Software is owned by VIS and its licensors. This Agreement only grants a license to the Software according to the terms herein; no ownership interest is granted hereunder. The Software (and certain components thereof) is protected by intellectual property laws (for example, copyrights, trademarks, patents, service marks, international treaties, and/or other proprietary rights) of the U.S. and other countries. Any derivatives or improvements to the Software created by you are unauthorized, and all rights thereto shall be the exclusive property of VIS (and are hereby assigned by you).

4. Support

VIS, its affiliates or licensors have no obligation under this Agreement to provide any updates, upgrades or customer support related to the Software. VIS may elect, at its sole discretion, to provide updates, upgrades or support services to you. Any updates or upgrades to the Software shall be covered by this Agreement (unless otherwise specified in an agreement accompanying such update or upgrade), and be considered part of the Software. VIS may choose to modify or terminate functionality provided by or available from the Software, at its sole discretion, without notice to you. VIS may also terminate any support services at any time without notice to you. VIS shall have no liability for the modification or termination of any features, functionality, availability or support services related to the Software.

5. Links

The Software may provide links to Internet sites or resources. You acknowledge and agree that VIS, its affiliates and licensors are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that VIS, its affiliates and licensors shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

6. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY

THE SOFTWARE IS PROVIDED TO YOU "AS IS." YOUR USE OF THE SOFTWARE AND ANY DATA ACCESSED OR DOWNLOADED THROUGH THE SOFTWARE (SUCH AS STOCK QUOTES, MARKET INFORMATION, NEWS, EMAIL OR OTHER INFORMATION) IS AT YOUR SOLE DISCRETION AND RISK, AND VIS, ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, SAFETY OR ADEQUACY OF SUCH DATA. VIS DOES NOT WARRANT THAT THE SOFTWARE, ANY FUNCTIONS PROVIDED BY THE SOFTWARE, OR ANY DATA ACCESSED OR DOWNLOADED VIA THE SOFTWARE WILL BE OPERABLE, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SOFTWARE OR HARDWARE, OR THAT THEY WILL NOT DAMAGE ANY OTHER PRODUCT, SOFTWARE OR HARDWARE (INCLUDING, WITHOUT LIMITATION, ANY COMPUTER) OR CAUSE ANY LOSS OR CORRUPTION OF DATA.

VIS, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIS, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY CREATE ANY WARRANTY. Some jurisdictions do not allow the limitation or exclusion of implied warranties or how long an implied warranty may last, so the above limitations may not apply to you.

VIS, ITS AFFILIATES AND LICENSORS SPECIFICALLY DISCLAIM ANY LIABILITY FOR ANY HARM RESULTING FROM YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE SOFTWARE, OR YOUR USE OF ANY FUNCTIONALITY PROVIDED BY THE SOFTWARE.

VIS, ITS AFFILIATES AND LICENSORS SPECIFICALLY DISCLAIM ANY LIABILITY TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE BY YOURSELF OR BY ANY THIRD PARTY, TO THE USE OR NON-USE OF ANY BROKERAGE FIRM OR DEALER, OR TO THE SALE OR PURCHASE OF ANY SECURITY, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY.

VIS, ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF VIS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so this limitation and exclusion may not apply to you.

IN NO EVENT WILL THE AGGREGATE CUMULATIVE LIABILITY OF VIS, ITS AFFILIATES AND LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO VIS BY YOU (IF ANY) PURSUANT TO THIS AGREEMENT.

THE WARRANTY DISCLAIMER, LIMITED REMEDIES AND LIMITED LIABILITY SPECIFIED ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIS AND YOU. VIS WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE TO YOU WITHOUT SUCH PROVISIONS.

7. Indemnification.

You agree to defend, indemnify and hold harmless VIS, its affiliates and licensors from and against all liabilities, costs and expenses, including reasonable attorney's fees, related to or arising from: (a) the use of the Software by you or any third party (with or without your permission); (b) any violation of applicable laws, regulations or this Agreement by you (or any parties who use the Software, with or without your permission); (c) any violation of any rights of another person or entity by you (or any parties who use the Software, with or without your permission); (d) negligent acts, errors, or omissions by you (or any parties who use the Software, with or without your permission); (e) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of the other party.

8. Additional Terms

If you are a subscriber to the VIS Service, the terms of the VIS TOS are applicable to (and incorporated into) this Agreement; in the event of any conflict between the terms and conditions of this Agreement and those in the VIS TOS, the terms and conditions of this Agreement will control, except to the extent that the VIS TOS impose additional restrictions and liabilities on your actions (in which case such additional restrictions and liabilities shall be applicable to you).

You agree that the substantive laws of the Commonwealth of Virginia, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. YOU AND VIS CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN FAIRFAX COUNTY, VIRGINIA FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SOFTWARE. Except as otherwise required by law, including Virginia laws relating to consumer transactions, any cause of action or claim you may have with respect to the Software must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. The United Nations Convention on the International Sale of Goods does not apply to this Agreement. Failure of VIS at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties. This Agreement may not be assigned, sub-licensed, or otherwise transferred by you. Use, duplication or disclosure by any Government entity is subject to restrictions set forth, as applicable, in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, FAR 12.212, DFARS 227.7202, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement (contractor/manufacturer is VIS or its licensors and suppliers). The use of the S oftware is further restricted in accordance with the terms of this Agreement. This Agreement constitutes the complete, final and exclusive statement of the agreement between VIS and you, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. VIS may modify this Agreement from time to time; notice of modifications posted to the Website shall take effect thirty (30) days after posting. Your continued use of the Software after the effective date of the Agreement modifications shall indicate your acceptance of such modifications. You agree to periodically check the Website for posted modifications.

9. Additional Third Party Licensor Terms (if any)

The Software includes software licensed by Visicom Media, Inc. The following terms are provided by Visicom Media, Inc. and apply to the portion of the Software provided by Visicom Media Inc. (the "Visicom toolbar software"):

PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY.

YOU ARE GRANTED THE FOLLOWING LIMITED RIGHTS:

A. You may use Visicom toolbar software for personal purposes. For commercial use, you need an express written permission of Visicom Media.

B. You may not reproduce, distribute, transmit, print or transfer information related to the Visicom toolbar software.

C. The statistics information collected by the Visicom toolbar software are strictly anonymous and are respecting the privacy.

IT IS STRICTLY PROHIBITED TO:

A. Modify the software in part or in its entirety.

B. Decompile or reverse engineer the Visicom toolbar software.

SHOULD YOU FAIL TO COMPLY WITH ANY OF THE ABOVE, YOUR USER RIGHTS ARE AUTOMATICALLY TERMINATED. THIS TERMINATION WILL BE IN ADDITION TO ANY CRIMINAL, CIVIL OR OTHER REMEDIES WHICH VISICOM MEDIA INC. MAY SEEK.

LIMITED WARRANTY:

LIMITATION OF LIABILITY FOR INDIRECT DAMAGES: Visicom Media Inc. cannot be held responsible under any circumstances for damages of any character (including, but not limited to, direct or indirect damages resulting from the loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use this product.
The Visicom toolbar software is provided under license on an "AS IS" basis, without warranty of any kind, expressed or implied, including without limitation, implied warranties of merchantability and fitness for a particular purpose. In no event shall Visicom Media Inc., or any third party involved in the creation, production, or delivery of the Visicom toolbar software be liable under any circumstances for any direct or indirect damages including, but not limited to, damages for loss of business profits, business interruption, incurred by the user even if Visicom Media Inc. has been advised of such damages.

The entire risk as to the results and performance of the Visicom toolbar software is borne by the user. Visicom Media Inc. may, at any time, revoke this license by notifying the user of the software. The user may cancel his license to use the product by destroying or erasing all copies of the toolbar. This limited warranty will be governed and interpreted according to Canadian law.

PROPERTY:

The "Visicom toolbar software" trademark is a registered trademark and is protected by the Canadian Laws on Trademarks and Intellectual Property. Use of the product's name is strictly forbidden unless it's used with the express written permission of Visicom Media Inc. This toolbar, including its code, documentation, appearance, structure, and organization is an exclusive product of Visicom Media Inc., who retains the property rights to the toolbar, its copies, modifications, or merged parts.

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