TERMS OF USE THE MOTITAGS TOOLBAR

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING OR USING
THE MOTITAGS TOOLBAR OR RELATED SERVICES.

YOUR INSTALLATION OR USE OF THE MOTITAGS TOOLBAR OR SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF USE SET FORTH BELOW.

IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE MOTITAGS TOOLBAR OR SERVICES.

BEFORE YOU CONTINUE, YOU SHOULD PRINT OR SAVE A LOCAL COPY OF THESE TERMS FOR YOUR RECORDS.

Last Updated: October 17, 2013

Welcome to the Motitags Toolbar (“Toolbar”), created and operated by Mindspark Interactive Networks, Inc. ("Mindspark", "we" or "us”). THE TOOLBAR IS NOT AVAILABLE TO any PERSONS UNDER THE AGE OF 13. By using the Toolbar and/or Services (as defined below), you are representing that you meet the minimum age requirement and are at least 13 years old; and you hereby agree to these Terms of Use, EULA, and our Privacy Policy. We reserve the right, at our discretion, to change, modify, add or remove portions of the Terms of Use at any time.

If you have any questions or concerns regarding these Terms of Use, please email us at support@help.motitags.com. Do not use the Toolbar and/or Services until your questions and concerns have been answered to your satisfaction, and you agree to abide by the terms and conditions of this Terms of Use.

A. PRODUCT OVERVIEW

Bring smiles to your email in Gmail^TM, Yahoo®, AOL®, Outlook® LIVE all in one convenient Toolbar. With the Motitags Toolbar, you will have access to a selection of originally created emoticons that can be instantly inserted into your emails (collectively, and together with the Toolbar, the "Services"). To help spread the joy of the Motitag emoticons to friends, each time you use the Services, a small attribution signature will be automatically added to the signature line of your email, which will not interfere with your existing signature; however, you can delete this small attribution signature at any time without interrupting your use of the Motitags Toolbar and Services. All content, and additional or replacement services, made available through the Toolbar that were not made available as of the "Last Updated" date above shall automatically be deemed to be part of the “Services” when first made available through the Toolbar.

B. USE OF THE SERVICES; ELIGIBILITY; GRANT OF LIMITED LICENSE

You may access the Toolbar and use the Services for personal, non-commercial purposes. Use of the Services is void where prohibited. By accessing or otherwise using the Toolbar and/or Services, you hereby acknowledge, warrant, and represent that (i) you have read, understand, and agree to be legally bound, and to abide, by these Terms of Use, just as if you had signed a written agreement; (ii) you have the right, authority and capacity to enter into this agreement and to abide by all the terms and conditions of these Terms of Use; and (iii) if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such party.

We reserve the right, at any time and from time to time, to temporarily or permanently, in whole or in part, to: (a) modify or discontinue the Services, including, but not limited to (i) restricting the time the Services are available, (ii) restricting use of certain Services to users in specified geographic regions, (iii) restricting the amount of use of the Services permitted, and (iv) restricting or terminating any user's right to use the Services, with or without notice; (b) charge fees in connection with the use of all or part of the Services; (c) modify and/or waive any fees charged in connection with the Services; and/or (d) offer opportunities to some or all users of the Services. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services (in whole or in part), any content, or features offered through the Services. Your continued use of the Services following the posting of changes to these Terms of Use will constitute your acceptance of such changes.

Subject to the terms and conditions set forth herein, and any applicable third party restrictions, Mindspark grants you a revocable, non-transferable, non-exclusive and non-sublicensable, limited right and license, to access and use the Services. Mindspark reserves all rights to ownership or use not expressly stated herein, and disclaims any and all implied licenses.

C. DISCLOSURE OF INFORMATION TO THIRD PARTIES

Pursuant to the Toolbar’s Privacy Policy, we may disclose to third parties certain information we collect about you and your use of the Toolbar. We may also disclose such information if we have a good faith belief that such action is reasonably necessary to comply with the law, legal process, or to enforce these Terms of Use. For more information, please see our Privacy Policy.

D. COMMUNITY STANDARDS AND CONDUCT

You agree to not use the Services to:

· Post, email or otherwise transmit any submission that (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity;

· Post, email or otherwise transmit any submission that infringes any intellectual property and/or proprietary rights of any party;

· Post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

· Post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

· Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Services;

· Post, email or otherwise transmit any submission that has the goal or effect of "stalking" or otherwise harassing another member or user of the Services; or

E. EXTERNAL LINKS/SITES AND RESOURCES

A search box, located within the Toolbar, will help you search the Internet with search results from our search results partner (“Search Box Results”). In addition, The Toolbar may contain advertisements for or links to other websites or resources (collectively “External Links/Sites”). Neither the Search Box Results nor External Links/Sites are subject to these Terms of Use or the Toolbar’s Privacy Policy. Mindspark has no control over such Search Box Results or External Links/Sites, you acknowledge and agree that Mindspark is not responsible for the availability of such Search Box Results or External Links/Sites, and does not endorse nor is not responsible or liable for any advertising, products, or other materials on or available from such Search Box or Results External Links/Sites. You further acknowledge and agree that Mindspark 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 goods or services available on or through any Search Box Results or External Links/Sites. Your use of external websites or resources is at your own risk.

F. DISCLAIMERS OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU USE THEM AT YOUR SOLE RISK. MINDSPARK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY ARISING UNDER THE UNIFORM COMMERCIAL CODE, USAGE OF TRADE, COURSE OF CONDUCT OR OTHERWISE.

WITHOUT LIMITATION, MINDSPARK MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF THE TOOLBAR OR SERVICES OBTAINED WILL MEET YOUR EXPECTATIONS.

ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED BY YOU FROM MINDSPARK PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE.

MINDSPARK EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO PRODUCTS AND/OR SERVICES PROVIDED BY THIRD PARTY VENDORS AND ALL RELATED SERVICES.

g. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MINDSPARK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MINDSPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE TOOLBAR OR SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL MINDSPARK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE TOOLBAR.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST ACCESS THE SERVICES, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

H. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS MINDSPARK, ITS PARENTS, AFFILIATES 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 TOOLBAR OR SERVICES, YOUR VIOLATION OF THESE TERMS OF USE OR YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY MINDSPARK OF ANY BREACH OF SECURITY KNOWN TO YOU.

I. TERMINATION

Mindspark may in its sole discretion and at any time terminate your use of the Services and/or disable your use of the Toolbar, for any or no reason, including, without limitation, or if we believe that you have violated or acted inconsistently with the term or policies applicable to your use of the Toolbar or Services. Further, you agree that Mindspark shall not be liable to you or any third-party for any termination of your access to the Services.

The provisions of these Terms of Use pertaining to disclaimers, exclusion of damages, limitations of liability and indemnification shall survive termination.

J. INTELLECTUAL PROPERTY

You acknowledge that the Toolbar and Services contain software, graphics, photos, or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Mindspark generated Content and Content provided to Mindspark by its partners and licensors is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, Mindspark owns a copyright in the selection, coordination, arrangement and enhancement of all Content in the Toolbar. Subject to your compliance with the Terms of Use, and solely for so long as you are permitted by us to access and use the Services, you may download one copy of the Toolbar to any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms of Use. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including use of any such Content on any other website, the Toolbar or networked computer environment is strictly prohibited.

The Mindspark and the Motitags names, logos and affiliated properties, are the exclusive property of Mindspark. All other trademarks appearing on the Services are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Services. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

K. 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 these Terms of Use, and the use (or inability to use) the Toolbar and Services. 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 these Terms of Use, Toolbar and Services.

No failure or delay by Mindspark in exercising any right, power or privilege under these Terms of Use 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 these Terms of Use. If any provision of these Terms of Use shall be 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.

END OF DOCUMENT.