MOTITAGS TOOLBAR END USER LICENSE AGREEMENT

MOTITAGS TOOLBAR END USER LICENSE AGREEMENT

Last Updated: October 9, 2013

This End-User License Agreement (”EULA”) is a legal agreement between you and the Mindspark Interactive, Inc. (“Mindspark”) for the Motitags Toolbar, which includes computer software that will install the Motitags Toolbar into your Internet browser, with features including a rich-text toolbar in your email browser (collectively “Motitags Toolbar”). Mindspark’s Terms of Use and Privacy Policy are hereby incorporated into this EULA by reference. THIS PRODUCT IS NOT SPYWARE OR ADWARE. IT WILL NOT WATCH HOW YOU USE YOUR COMPUTER. IT WILL NOT DELIVER POP-UP ADS.

1. Acceptance:

By installing or otherwise using the Motitags Toolbar, you agree to be bounded by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Motitags Toolbar. If you have any questions or concerns regarding the terms herein, please email Mindspark at eula@help.Motitags.com. Do not use the Motitags Toolbar until your questions and concerns have been answered to your satisfaction and you agree to abide by the EULA. By using the Motitags Toolbar, you represent and warrant that you have the right, authority and capacity to enter into this agreement and to abide by all its terms and conditions, just as if you had signed it.

2. Age Requirement:

You must be 13 years of age or older to install or to use the Motitags Toolbar. If you are not yet 13, do not download the Motitags Toolbar. If you are at least 13 but not yet 18 years of age, please have your parent or legal guardian review this End User License Agreement with you, discuss any questions you might have, and install the Toolbar for you. If you are a parent or a guardian, you are responsible for exercising supervision over your children's online activities. If you do not agree to the End User License Agreement, do not let your child use the Motitags Toolbar or associated features. If you are the parent or guardian of a child under 13 and believe that he or she is using the Motitags Toolbar, please contact us at eula@help.Motitags.com.

3. Grant of License:

Subject to the terms and conditions of this EULA, Mindspark and its parent, affiliate and subsidiary companies (collectively, "Licensor", "we", "us" or "our") grant you a non-exclusive, revocable, limited license, to (i) download and install the most current generally available version of the Motitags Toolbar (including all updates thereto), and (ii) use the Motitags Toolbar you download and install solely for your personal, non-commercial purposes.

4. Description of Other Rights and Limitations:

A. Restricted Use. You cannot buy, sell, or tamper with the Motitags Toolbar. You may not rent, sell, lease, sublicense, distribute, assign, copy (other than a single copy for your own backup purposes), or in any way transfer the Motitags Toolbar or use the Motitags Toolbar for the benefit of any third party. You may not install the Motitags Toolbar on any computer without permission from the owner of that computer. You agree that you will not use any robot, spider, other automatic or manual device or process to interfere or attempt to interfere with the proper working of the Motitags Toolbar, except to remove our Motitags Toolbar from a computer of which you are an owner or authorized user. You may not violate or attempt to violate the security of our services. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover the Motitags Toolbar, or attempt to do so for any reason. You may not access, create or modify the source code of the Motitags Toolbar in any way. You do not have the right to and may not create derivative works of the Motitags Toolbar. All modifications or enhancements to the Motitags Toolbar remain the sole property of Licensor.

B. Motitags Toolbar Updates. We reserve the right to add additional features or functions to the existing Motitags Toolbar. When installed on your computer, the Motitags Toolbar periodically communicates with our servers. We may require the updating of the Motitags Toolbar on your computer when we release a new version of the Motitags Toolbar, or when we make new features available. This update may occur automatically or upon prior notice to you and may occur all at once or over multiple sessions. You understand that we may require your review and acceptance of our then-current End User License Agreement before you will be permitted to use any subsequent versions of the Motitags Toolbar. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Motitags Toolbar.

5. Intellectual Property:

Mindspark owns the Motitags Toolbar. The Motitags Toolbar, including all code, content, protocols, software, and documentation provided to you by Licensor are Licensor's property or the property of Licensor's licensors, and are protected by U.S. and international copyright, trademarks, patents and other proprietary rights and laws relating to Intellectual Property Rights. "Intellectual Property Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral or similar rights. You may not delete, alter, or remove any copyright, trademark, or other proprietary rights notice we have placed on the Motitags Toolbar. All rights not expressly granted hereunder are expressly reserved to Licensor and its licensors.

6. Termination:

You understand that Mindspark, in its sole discretion, may modify or discontinue or suspend your right to access any of our services or use the Motitags Toolbar at any time. Further, Mindspark , with or without any reason, may at any time suspend or terminate any license hereunder and disable the Motitags Toolbar or any of its component features. You agree that Mindspark shall not be liable to you or any third-party for any termination or disabling of the Motitags Toolbar.

7. Disclaimer of Warranty:

The mindspark expressly disclaims any warranty for the motitags toolbar. The motitags toolsbar and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or noninfringement. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains solely with you.

8. Limitation of Liability:

In no event shall mindspark be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of profits, Loss of data, loss of information, or any other pecuniary loss) arising out of the use of or inability to use the motitags toolbar, even if mindspark is aware of the possibility of such damages and known defects.

9. Indemnification:

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS MINDSPARK, ITS PARENTS, AFFILIATE AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING FROM YOUR USE OF THE MOTITAGS TOOLBAR, YOUR VIOLATION OF THE EULA OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY MINDSPARK OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU.

10. Export Controls:

The Motitags Toolbar and the 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. By downloading or using the MotitagsToolbar, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

11. Notice to Government End Users:

Any Motitags Toolbar installed for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights as "commercial Items," as that terms is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Toolbar" and "Commercial Computer Toolbar Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Pursuant to Federal Acquisition Regulation 12.212 (48 C.F.R. §12.212), the U.S. Government shall have only those rights specified in the license contained herein. The U.S. Government shall not be entitled to (i) technical information that is not customarily provided to the public or to (ii) use, modify, reproduce, release, perform, display, or disclose commercial computer software or commercial computer software documentation except as specified herein. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Toolbar clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Toolbar - Restricted Rights at 48 C.F.R. 52.227-19, as applicable.

12. Governing Law and Other Miscellaneous Terms:

The substantive laws of the State of New York in the United States of America, without regard to conflict of laws principles, shall govern all matters relating to or arising from this EUAL, and the use (or inability to use) the Motitags Toolbar. You hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in New York County, New York, with respect to all matters arising out of or relating to this EULA.

No failure or delay by Mindspark in exercising any right, power or privilege under this EULA will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this EULA. If any provision of this EULA shall be found unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

If you have any questions about this EULA, feel free to contact us at: eula@help.Motitags.com.

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