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ALTNET END USER AGREEMENT IMPORTANT - PLEASE READ CAREFULLY: This End User License Agreement ("Agreement") constitutes a valid and binding agreement between Altnet, Inc. ("Altnet") and you ("you," "your" or "user") for the use of the Altnet Software, Network and Services, as those terms are defined below. You must enter into this agreement in order to install and use the Altnet Software. BY CLICKING ON THE "I AGREE" BUTTON AND BY INSTALLING AND USING THE ALTNET SOFTWARE, YOU AGREE TO BE BOUND BY: * THE TERMS OF THIS AGREEMENT WITH ALTNET; AND * THE TERMS OF THE AGREEMENT WITH FOCUS INTERACTIVE, INC., APPENDED TO THE END OF THIS AGREEMENT IN CONNECTION WITH THE INSTALLATION OF THE MY SEARCH TOOLBAR SOFTWARE THAT IS INCLUDED IN YOUR DOWNLOAD. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THE MY SEARCH AGREEMENT, DO NOT CONTINUE WITH INSTALLATION. The "Altnet Software" includes the Peer Points Manager, the Altnet Download Manager, related components, Joltid LimitedÆs Joltid P2P Networking peer-to-peer software (the "Joltid P2P Networking Software"), any online or enclosed documentation, and any updates, fixes and upgrades provided to you. The Altnet Software and the Services are not intended for use by or availability to persons under the age of 13 residing in the United States. IF YOU ARE UNDER 13 YEARS OF AGE AND RESIDE IN THE UNITED STATES, YOU MAY NOT DOWNLOAD, INSTALL OR USE ANY ALTNET SOFTWARE AND YOU MAY NOT ACCESS THE SERVICES. 1. License Grant When you accept this license you are granted a limited, non- exclusive, personal, non-sublicensable, non-assignable license to download, install the Altnet Software onto, and use the Altnet Software on, a single computer owned or controlled by you solely for your personal use to install, interact with and utilize the Altnet Software. Using the Altnet Software, you may access some or all of the services (the "Services") offered by Altnet and its licensors and authorized business partners (the "Altnet Providers"). The Services include, but are not limited to the management and distribution, through AltnetÆs proprietary points management system (the "Points Program") of Altnet points ("Points") awarded to end users based on rules established by us from time to time ("Points Manager Rules") that are redeemable for various products and/or services through the Altnet Software, the Services and/or third party redemption partners and Promotional Program administrators of Altnet. You are only entitled to participate in the Points Program if you have downloaded and/or installed the Peer Points Manager and complied with the Points Manager Rules which will be posted on the Altnet Website under a link entitled "Points Manager Rules." The Points Manager Rules may be amended as set forth in Section 16 of this Agreement. The Altnet Software may only be used in connection with the Services. When we refer to the "Network" we mean all or part of the universe of computers connected to the Internet that are operating the Joltid P2P Networking Software as a component part of and in conjunction with the Altnet Software. When we refer to "Promotional Programs" we mean sweepstakes, games of chance, skill contests and other promotions which are administered by Altnet or third party administrators on AltnetÆs behalf and made available as part of the Points Program. 2. License Restrictions (a) Notwithstanding anything to the contrary, you may not: * remove any proprietary notices from the Services, Altnet Software or any copy thereof; cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling of the Altnet Software; * sell, assign, rent, lease, act as a service bureau, or grant rights in the Altnet Software or Services, including, without limitation, through sublicense, to any other entity without the prior written consent of Altnet; * export or re-export the Software in violation of U.S. export laws; * use the Software or Services for any commercial purpose or the benefit of any third party or any manner not permitted by the license grant; * use the Altnet Software or Services to access any content files accessible through the Altnet Software without the permission of the publisher of the content files; * copy the Altnet Software (other than a single copy for your own backup purposes); * access, create or modify source code of the Software in any way; * use the Altnet Software or Services to, or in any way that would, violate any applicable law, regulation or ordinance; or * use the Altnet Software or Services to develop, generate, transmit or store information that: (A) infringes any third party's intellectual property or other proprietary right; (B) is defamatory or harmful; or (C) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Altnet Software or Services. (b) The Altnet Software and Services may be incorporated into, and may incorporate, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Altnet to enforce any of your rights. All modifications or enhancements to the Altnet Software remain the sole property of Altnet. You understand that Altnet, in its sole discretion, may modify or discontinue or suspend your right to access any of its Services or use any of the Altnet Software at any time, and may at any time suspend or terminate any license hereunder and disable any Altnet Software you may already have accessed or installed without prior notice or further obligation to you. Altnet reserves the right to add additional features or functions to the Altnet Software. When installed on your computer, the Altnet Software periodically communicates with Altnet Servers. You acknowledge and agree that Altnet has no obligation to make available to you any subsequent versions of its software applications. 3. Permission to Utilize In order to receive the benefits provided by the Altnet Software, you hereby grant permission for Altnet and/or the Altnet Providers to utilize the disk space and bandwidth of your computer to share out files that you have downloaded using the Network. The Altnet Software will protect the privacy and integrity of your computer resources and files to the extent set forth in the Altnet Privacy Policy. 4. Proprietary Rights The Altnet Software and Services contain proprietary and confidential information of Altnet, including copyrights, trade secrets and trademarks and are protected by United States and international copyright laws. The Altnet Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Altnet and its suppliers, and except for the limited license granted to you, Altnet reserves all right, title and interest in and to the Altnet Software. You agree not to take any action to jeopardize, limit or interfere with Altnet's ownership of and rights with respect to the Altnet Software and Services. You acknowledge that any unauthorized copying or unauthorized use of the Altnet Software or Services is a violation of this Agreement and copyright laws and is strictly prohibited. 5. Your Representations, Promises and Warranties You represent, promise and warrant that: * you possess the legal right and ability to enter into this Agreement and to comply with its terms; * you will use the Altnet Software and Services for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies; * you will not attempt to decompile, reverse engineer or hack the Altnet Software, the Services or the Network or to defeat or overcome any encryption and/or digital rights management technology implemented by Altnet with respect to the Altnet Software, the Services and/or data transmitted, processed or stored by Altnet, the Altnet Software or the Services; * you will not attempt to tamper with, violate, breach, circumvent, disrupt, hack or in any manner compromise any security measures employed by Altnet or AltnetÆs third party redemption partners and Promotional Programs administrators to protect the Points Program, including, but not limited to altering, duplicating, transferring, deleting, eliminating, manipulating or tampering with Points; * you will not take any steps to interfere with or in any manner compromise any of Altnet's security measures, the security measures of AltnetÆs third party redemption partners, Promotional Programs administrators, other Altnet Providers, or any other individual's or entity's computer on the Network and/or otherwise sharing Services; and * you will only use the Altnet Software and Services on a computer on which such use is authorized by the computer's owner. You agree that you will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of any of the Altnet Software, Points, Services or content, except to remove Altnet Software from a computer of which you are an owner or authorized user in a manner permitted by this Agreement. You may not violate or attempt to violate the security of Services provided by Altnet. Altnet reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. If Altnet has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, Altnet may suspend or terminate your account, deny any or all use of the Altnet Software and/or Services, and pursue any appropriate legal remedies. You agree Altnet shall have the right to use the information you provide to it for the purposes described in this Agreement and in furtherance of your use of the Services. 6. Points You hereby acknowledge and agree that: * the Points are the sole property of Altnet and that you have no claim, right, title or interest in and to the Points awarded to you, other than your right to redeem with express permission of Altnet if any; * the Points are nontransferable and you shall not give, assign, transfer, trade, bargain, sell or otherwise distribute Points to any other end user or third party which is not an Altnet redemption partner; and * Altnet has the right to amend, change or modify the Points Manager Rules or AltnetÆs policies regarding the Points at any time and at AltnetÆs sole discretion, including, but not limited to, the cancellation, removal and/or termination of the Points, Promotional Programs and/or the Points Program in its entirety without any recourse to you whatsoever. 7. Further Agreements. By accepting and agreeing to the terms of this Agreement, you hereby accept and agree to the terms of the Altnet Privacy Policy. The Altnet Privacy Policy may be amended as set forth in Section 16 of this Agreement. 8. Joltid P2P Networking Software Component of Altnet Software The Joltid P2P Networking Software included in the Altnet Software provides peer to peer communication and can be utilized and distributed separately from the Altnet Software by third parties that do not provide Points ("Other JP2PEnabled Parties"). When Other JP2PEnabled Parties download files via the Joltid P2P Networking Software the files will generally be saved to and shared from a cache folder (the "Joltid Cache Folder") maintained by the Joltid P2P Networking Software. You can control and manage the cache folder by going to "P2P Networking" in your Windows Control Panel area. Where other JP2PEnabled Parties download files using the Joltid P2P Networking Software you will not earn Points when those files are shared from your computer. You can turn off sharing of non- Altnet files by selecting the "Only share Altnet Files" option. ALL OTHER JP2PENABLED PARTIES ARE REQUIRED BY JOLTID TO NOTIFY YOU OR OBTAIN YOUR PERMISSION BEFORE THEIR FILES ARE DOWNLOADED AND/OR SHARED VIA JOLTID P2P NETWORKING SOFTWARE (THE "JOLTID P2P NETWORKING OBLIGATIONS"). 9. Indemnity You agree to indemnify, hold harmless and defend Altnet, Altnet Providers, AltnetÆs third party redemption partners and promotional programs administrators, their affiliates, parent companies, subsidiaries, officers, directors, employees, advertising and promotions agencies, representatives or agents (collectively, the "Indemnified Parties"), at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, or (b) use or misuse of the Altnet Software and/or Services. 10. Disclaimer of Warranties (a) THE ALTNET SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ALTNET, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE ALTNET SOFTWARE OR SERVICES, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. ALTNET FURTHER DOES NOT REPRESENT OR WARRANT THAT THE ALTNET SOFTWARE OR ANY SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. (b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE ALTNET SOFTWARE AND SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. (c) As some jurisdictions do not allow some of the exclusions set forth in this Section 10, some of these exclusions may not apply to you. (d) THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 11. Limitation of Liability (a) IN NO EVENT SHALL ALTNET, ANY OTHER ALTNET PROVIDER, ALTNETÆS THIRD PARTY REDEMPTION PARTNERS OR ALTNETÆS PROMOTIONAL PROGRAMS ADMINISTRATORS OR THEIR AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ADVERTISING AND PROMOTIONS AGENCIES, REPRESENTATIVES OR AGENTS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, LOSS OF POINTS IF APPLICABLE, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE ALTNET SOFTWARE OR THE SERVICES, EVEN IF ALTNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE ALTNET SOFTWARE AND/OR SERVICES IS TO UNINSTALL AND CEASE USE OF SUCH ALTNET SOFTWARE AND SERVICES. (c) ALTNET IS NOT A PARTY TO THE JOLTID P2P NETWORKING OBLIGATIONS AND YOU AGREE ALTNET IS NOT RESPONSIBLE IN ANY WAY FOR THIS USE OF YOUR RESOURCES. (d) As some jurisdictions do not allow some of the exclusions set forth in this Section 11, some of these exclusions may not apply to you. 12. DMCA NOTICE Altnet believes in the protection of the rights of copyrights owners and seeks to ensure that all works available on the Network are non-infringing. If you are a copyright holder and believe that your rights are being infringed by a work available on the Altnet Network, please visit www.altnet.com/dmca for instructions for filing a notification of claimed infringement pursuant to Title 17, United States Code, Section 512(c)(3). 13. Third Party Beneficiaries You hereby agree that Joltid Limited, a British Virgin Islands Corporation as well as all other Indemnified Parties, are third party beneficiaries with respect to this Agreement and may enforce this Agreement as if a direct party hereto. Without limiting the foregoing, Sections 10 and 11 of this Agreement shall apply to Joltid Limited and all other Indemnified Parties as if Joltid Limited and each of the Indemnified Parties directly made such disclaimers and limitations of liability therein. 14. Termination You may terminate this Agreement at any time provided you cease all use of the Altnet Software and Services AND destroy or remove from all hard drives, networks, and other storage media all copies of the Altnet Software. Altnet may terminate this Agreement at any time, with or without cause, by providing notice to you and/or preventing your access to the Altnet Software and/or Services. Sections 2, 3, 4, 5 and 7 through 16 shall survive such termination. 15. Electronic Signatures and Agreements You acknowledge and agree that by clicking on the button labeled "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links as may be designated by Altnet or Sharman Networks to download the Altnet Software to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE APPLICATION OR SERVICES OFFERED BY MY WAY. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. 16. General Provisions Altnet reserves all rights not expressly granted herein. Altnet may modify this Agreement at any time upon seven (7) days notice by providing such revised Agreement to you or posting the revised agreement, privacy policy, and/or Points Manager Rules on its website located at www.altnet.com. Your continued use of the Altnet Software and/or Services shall constitute your acceptance of such revised Agreement, privacy policy and/or Points Manager Rules. You may not assign this Agreement or any rights hereunder. Nothing in this Agreement shall constitute a partnership or joint venture between you and Altnet. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of Altnet at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement against or relating to Altnet or any Indemnified Party other than Joltid Limited will be subject to the exclusive jurisdiction of any state or federal court sitting in Los Angeles, California and you irrevocably consent to the jurisdiction of such courts. Any legal proceeding arising out or relating to this Agreement against Joltid Limited or relating primarily to the Joltid P2P Networking Software will be subject to the exclusive jurisdiction of the courts of the Netherlands sitting in Amsterdam, and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Agreement and any agreements included or referred to in this Agreement constitute the final, complete and exclusive agreement with respect to the Altnet Software and Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO INSTALL THE ALTNET SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ALTNET THE RIGHTS SET FORTH HEREIN. Version: 2.5 Effective: 3 June, 2003 ----------------------------------------------------------- "MY SEARCH" BAR END USER LICENSE AGREEMENT IMPORTANT û PLEASE READ CAREFULLY BY CLICKING ON THE "SUBMIT", "DOWNLOAD", "I ACCEPT" OR SUCH SIMILAR BUTTON OR LINK AS MAY BE DESIGNATED FOR PURPOSES OF INITIATING THE DOWNLOAD OF THE "MY SEARCH BAR" SOFTWARE PRODUCT (THE "MY SEARCH APPLICATION") AND USING THE MY SEARCH APPLICATION YOU AGREE TO BE LEGALLY BOUND BY THESE LICENSE TERMS AND CONDITIONS. PRODUCT OVERVIEW: THE MY SEARCH BAR IS A CUSTOMIZABLE BROWSER TOOLBAR WHICH PROVIDES END USERS WITH EASY ACCESS TO SEARCH RESULTS FROM THE BEST SEARCH ENGINES ON THE INTERNET IN JUST ONE CLICK, INCLUDING RESULTS BASED ON WEBSITES, DIRECTORY LISTINGS, IMAGES, NEWS, AND FTP FILES. THE MY SEARCH APPLICATION IS ALSO HIGHLY CUSTOMIZABLE AND ALLOWS YOU TO CREATE YOUR OWN BUTTONS AND LINKS. THE MY SEARCH APPLICATION IS SPYWARE FREE AND NO REGISTRATION OR PERSONAL INFORMATION IS REQUIRED FOR USE. 1. License Grant Subject to the terms and conditions of this Agreement, My Way (also referred to "we", "us" or "our") grants you a non-exclusive, revocable, limited license, to (a) download and install the most current version of the My Search Application (including all updates thereto) and (b) use the My Search Application(s) you download and install for your personal, non- commercial purposes. 2. License Conditions 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 any My Search Applications or use any My Search Application for the benefit of any third party through any outsourcing or time sharing arrangement or through the operation of any service bureau. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover the My Search Application, or attempt to do so for any reason. Further, you may not access, create or modify our source code in any way. You do not have the right to and may not create derivative works of the My Search Application. All modifications or enhancements to the My Search Applications remain the sole property of My Way. You understand that we, in our sole discretion, may modify or discontinue or suspend your right to access any of our services or use the My Search Application at any time, and we may at any time suspend or terminate any license hereunder and disable the My Search Applications. We reserve the right to add additional features or functions to the existing My Search Application. When installed on your computer, the My Search Application periodically communicates with our servers. We may require the updating of the My Search Application on your computer when we release a new version of a My Search Application, or when we make new features available. This update may occur, after notification to you, automatically or through other means and may occur all at once or over multiple sessions. You understand that we may require your review and acceptance of our then-current privacy policy and end user license agreement before you will be permitted a limited license for any subsequent versions of our My Search Applications. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of our My Search Applications. 3. Ownership You acknowledge and agree that the My Search Application is licensed, not sold to you by Focus Interactive, Inc. d/b/a My Way. You agree that My Way owns all of our My Search Applications, including all Intellectual Property Rights in or relating to each My Search Application, except as otherwise specified or expressly granted to you in this Agreement. "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 any My Search Application. All rights not expressly granted hereunder are expressly reserved to My Way and My WayÆs licensors. "My Way", "My Search", and "My Search Hub" are trademarks of Focus Interactive, Inc. d/b/a My Way. All Rights Reserved. 4. Content and Infringement You understand that all content, including, without limitation all data, links, articles, search results, graphic or video messages and all information, text, software, music, sound, graphics or other materials ("Content") made available or accessible through the My Search Applications or our services, whether publicly available or privately transmitted, is the sole responsibility of the entity from whom it originated. You understand and agree that by using an My Search Application, you may be exposed to Content that may be offensive, indecent or objectionable in your community. You agree to accept all risks associated with the use of any Content, including any reliance on the accuracy or completeness of such Content. Under no circumstances will My Way be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for loss or damage of any kind incurred as a result of the use of any Content posted or transmitted via the My Search Application. We are not responsible for any content such as audio, video, text or any other, files owned by users of the My Search Applications. All of the My Search Applications are exposed to various security issues, and should be regarded as unsecure. By accepting this Agreement, you indicate that you understand, acknowledge and agree that by using the My Search Applications, you may be subject to various risks, including the exposure of data you have downloaded or have offered to share, and that you accept all such risk as solely your risk and responsibility. In addition, all content made available or accessed through the My Search Applications is the property of the applicable content owner and may be protected by applicable laws including without limitation those relating to Intellectual Property Rights. This Agreement gives you no rights to such content. My Way respects and expects its users to respect the rights of copyright holders. On notice, My Way will act appropriately to remove content under our control that infringes the copyright rights of others. My Way reserves the right to disable the access to the My Search Applications and our services by anyone who uses them to repeatedly infringe the Intellectual Property Rights of others. If you believe that our services contain elements that infringe your copyrights in your work, please follow our Notice and Procedure for Making Claims of Copyright Infringement at http://info.myway.com/index/id/terms.html. 5. Installation, Operation and Removal. You may uninstall or remove the My Search Application at any time by using the Windows add/remove programs function or following the instructions listed on our website at http://help.myway.com/searchbar/help_searchbar.html#q4. However, by uninstalling the My Search Application, you may be unable to access some of our services and, in some instances, unable to use software with which the My Search Application was bundled. You understand, acknowledge and agree that installation of a My Search Application permits the downloading to your computer by My Way of software which allows us to update the My Search Application, and that such updates may occur without notice to you unless the terms of this Agreement change in a material way. You agree to accept all such updates and agree that they are and shall be governed by this Agreement unless superceded by a successor agreement as described below. You further understand, acknowledge and agree that in consideration of the My Search Applications, services and information provided to you by My Way, and in order to make our services functional and robust, the My Search Application will communicate with our servers. Such communication may occur, for example, in connection with product updates and fixes, verifying and updating your settings, processing search queries or requests made by you through use of the My Search Application and as otherwise required to maintain and operate the My Search Application. The My Search Application does not report back to My Way with information about the sites you visit on the Internet or collect any information that you provide you to any such web sites. If you wish to withdraw your consent to the communication and data usage as described herein, uninstall any and all My Search Applications from your computer. 6. Your Obligations You represent and warrant that you are either the owner or an authorized user of the computer where the My Search Application is installed. No registration is required to use the My Search Applications, However, if you elect to provide any information in connection with the use of any other services My Way offers, you agree to provide and to maintain fully accurate, complete and current information. If My Way has reasonable grounds to suspect that such information is inaccurate, not current or not complete, My Way has the right to suspend or terminate your use of the My Search Applications or our services, and pursue any appropriate legal remedies. You agree that we shall have the right to use the information you provide to us for the purposes described in this Agreement and in furtherance of your use of our services. You may use our services only for lawful purposes. The services described herein are subject to, and you agree that you shall at all times comply with, all local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to use of the My Way services and My Search Applications. You agree not to use the My Search Applications or any other services provided by My Way to conduct any business or activity or solicit the performance of any activity, which is prohibited by law, or any contractual provision by which you are bound. 7. Access and Interference; Passwords 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 any of our My Search Applications, services or content, except to remove our My Search Applications 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. We reserve the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. 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 techniques that may have the effect of damaging, destroying, disrupting or otherwise impairing a computerÆs functionality or operation, which may inadvertently be transferred to your computer through your use of our My Search Applications. In order to access certain services which may from time to time be offered by My Way, you may be required to pay fees, accept additional terms and conditions and/or, establish an account including an unique identification code or name (an "ID") and password (a "Password"). You are the sole and exclusive owner of any Password and ID combination issued or chosen by to you. Maintaining the confidentiality and security of your Password(s) and ID(s) is solely your responsibility. You are fully responsible for the use and protection of each Password and ID issued to or chosen by you and for all transactions undertaken by means of any account opened, held, accessed or used via such Password and ID. You shall notify us immediately and confirm in writing any unauthorized use of accounts or any breach of security, including without limitation any loss, theft or unauthorized use of your Password(s), and/or ID(s) or any related account. If we have reasonable grounds to suspect that the security of your Password and/or ID has been compromised, we have the right to suspend or terminate your account, refuse any and all current or future use of the services, and pursue any appropriate legal remedies. We shall not be responsible for any losses incurred in connection with any misuse of any Password or ID. 8. Electronic Signatures and Agreements You acknowledge and agree that by clicking on the button labeled "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links as may be designated by My Way to download the software to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE MY SEARCH APPLICATION OR SERVICES OFFERED BY MY WAY. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. 9. Disclaimer of Warranty YOU ACCESS AND USE OF THE MY SEARCH APPLICATIONS AND SERVICES AND ANY CONTENT AVAILABLE THROUGH OUR SERVICES OR ON OUR WEBSITES AT YOUR SOLE RISK. WE PROVIDE THE MY SEARCH APPLICATIONS AND THE CONTENT ON AN "AS IS," AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES PROVIDED BY THIRD PARTIES ACCESSIBLE ON OR THROUGH OUR MY SEARCH APPLICATIONS OR OUR SERVICES. NEITHER WE NOR OUR DIRECTORS, OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, CONTRACTORS, THIRD PARTY VENDORS, FACILITIES, INFORMATION PROVIDERS, LICENSORS, NOR ANY EXCHANGES, CLEARING ORGANIZATIONS OR OTHER SUPPLIERS PROVIDING DATA, INFORMATION, OR SERVICES (EACH A "PROVIDER") MAKE ANY REPRESENTATION OR WARRANTY: (A) AS TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF THE MY SEARCH APPLICATIONS OR MY WAYÆS SERVICES OR ANY INFORMATION, SERVICE OR TRANSACTION PROVIDED THEREBY, OR (B) THAT THE MY SEARCH APPLICATIONS OR MY WAYÆS SERVICES WILL BE AVAILABLE OR WILL OPERATE IN AN UNINTERRUPTED OR ERROR- FREE MANNER, (C) THAT ERRORS OR DEFECTS RELATED TO THE MY SEARCH APPLICATIONS OR THE SERVICES WILL BE CORRECTED OR (D) THAT WE CAN IDENTIFY AND IDENTITY THEFT. WE ALSO DO NOT WARRANT THAT THE MY SEARCH APPLICATIONS OR THE SERVICES OR THE INFORMATION AVAILABLE THROUGH THE SERVICES, IS APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties. 10. Termination You may terminate this Agreement at any time by uninstalling and destroying all copies of the My Search Applications in your possession or control. We may terminate this Agreement, disable My Search Applications or cease providing any service at any time in our sole discretion. 11. Limitation of Liability YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL MY WAY, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES OR THEIR EMPLOYEES, DISTRIBUTORS, SUPPLIERS, MERCHANT PARTNERS, ADVERTISERS, DIRECTORS OR AGENTS (EACH A "PROTECTED PARTY, COLLECTIVELY "PROTECTED PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER RELIEF ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR TO YOUR USE OR INABILITY TO USE ANY OR ALL OF THE MY SEARCH APPLICATIONS OR MY WAY SERVICES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF MY WAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOLELY TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, FOR ANY REASON, HELD TO BE INAPPLICABLE OR UNENFORCEABLE IN WHOLE OR IN PART, THEN MY WAYÆS AGGREGATE LIABILITY, FOR ANY REASON AND FOR ANY CAUSE OF ACTION AND ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF DAMAGES ACTUALLY INCURRED OR THE AVERAGE REVENUE RECEIVED BY MY WAY PER USER OF THE MY SEARCH APPLICATION PER MONTH AS CALCULATED BY MY WAY BASED ON THE USE OF THE MY SEARCH APPLICATIONS (AND NOT OTHER PRODUCTS OR SERVICES OFFERED BY MY WAY) MULTIPLIED BY THE NUMBER OF COMPLETE MONTHS YOU HAVE BEEN A MY SEARCH APPLICATION USER. THE PROTECTED PARTIES ASSUME NO LIABILITY HEREUNDER FOR, AND SHALL HAVE NO OBLIGATION TO DEFEND YOU OR TO PAY COSTS, DAMAGES OR ATTORNEYSÆ FEES FOR, ANY CLAIM BASED UPON: (I) ANY METHOD OR PROCESS IN WHICH THE MY SEARCH APPLICATION MAY BE USED BY YOU; (II) ANY RESULTS OF USING THE MY SEARCH APPLICATION; (III) ANY USE OF OTHER THAN A CURRENT UNALTERED RELEASE OF ONE OF THE MY SEARCH APPLICATIONS; OR (IV) THE COMBINATION, OPERATION OR USE OF ANY OF THE MY SEARCH APPLICATION(S) WITH THIRD PARTY PROGRAMS OR DATA. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 12. Export Controls The My Search Applications and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Afghanistan, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury DepartmentÆs list of Specially Designated Nationals or the U.S. Commerce DepartmentÆs Table of Deny Orders. By downloading or using our My Search Applications, you agreeing 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. 13. Notice to Government End Users Any My Search Applications, software and documentation hereunder downloaded or otherwise 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 term is defined at 48 C.F.R. º2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. º12.212 or 48 C.F.R. º227.7202, as applicable. Pursuant to Federal Acquisition Regulation 12.212 (48 C.F.R. º 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 Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 C.F.R. 52.227-19, as applicable. 14. Applicable Law By accessing or using our My Search Applications or our services, you agree that the substantive laws of the State of New York in the United States of America shall govern all matters relating to or arising from this Agreement, and the use (or inability to use) any or all of the services or the My Search Application, and that such laws shall apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth below, you hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Westchester County, New York, with respect to all matters arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the My Way Service, any My Search Application or the My Way Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred. 15. Arbitration Any claim or controversy arising out of or related to this Agreement, or the products or services we provide or distribute shall be settled by individual binding arbitration in accordance with the rules of the American Arbitration Association then effective. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. Further, in any such dispute, under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim punitive, incidental or consequential damages, and you further waive all rights to have damages multiplied or increased. This shall not preclude My Way from seeking any injunctive relief for protection of our Intellectual Property Rights. The arbitration shall take place in Irvington, New York or such other location as the parties may mutually agree. The arbitrator(s) shall issue a reasoned award, and any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The arbitrator(s) will each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof, and will be generally familiar with the business of the parties. The arbitrator(s) may upon request exclude from use in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The cost of the arbitration will be borne equally by the parties. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration will hold in confidence the existence, content and outcome of the arbitration. The parties understand that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their right to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court procedures; and (iv) any partyÆs right to appeal or to seek modification of rulings by the arbitrators is strictly limited. 16. Successor Agreements The terms of this Agreement may change from time to time. You should check back at the website regularly to determine if any material changes have been made. We will prominently post material changes on the My Way website at least 14 days prior to the effective date of the change and will also attempt to provide you with an on-line notice informing you when such material changes have been made to this Agreement, which notice shall contain an active link that you can use to view a web page containing or linking to the revised Agreement. You agree that your continued use of any My Search Application or our services after the effective date of any change will constitute your affirmative consent to this revised Agreement. If you do not accept such revisions, you must affirmatively indicate to us by e-mail to uninstall@help.myway.com that you do not accept the successor Agreement and remove all of our My Search Applications from your computer and cease all access to and use of our services hereunder. Failure to remove our My Search Applications from your computer will be deemed an acceptance of the terms of the most current Agreement. 17. Order of Precedence This Agreement and any accepted successor Agreement governs your use of our My Search Applications and our services as described herein. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional My Search Applications or services, conflicts with any provision of other agreements between you and My Way or any of its related or affiliated entities, the terms of the then-current Agreement, shall, as to the specific subject matter of this Agreement, take precedence over the conflicting term(s) of that other agreement 18. General This Agreement, as modified from time to time as described above, and including the My Way Privacy Policy, Terms of Service and any other policies incorporated by reference, sets forth the entire understanding and agreement between the parties. Without limiting any other remedy available to us, we may suspend or terminate this Agreement and your access to the My Search Applications or our services under this Agreement if we have reason to believe that you have failed to comply with your obligations under this Agreement. Upon termination, cancellation, suspension or expiration of this Agreement for any reason and by either party, you agree to cease all use of the My Search Applications and our services. Except as otherwise provided in this Agreement, you shall not thereby be entitled to any refund or credit. No delay or failure to enforce any provision of this Agreement will constitute a waiver of such provision by My Way or acts as estoppel against later enforcement. Subject to the terms of the Order of Precedence set forth above, this Agreement constitutes the entire agreement between you and My Way with respect to the specific subject matter addressed herein, and governs your use of the My Search Applications and our services, superseding any prior agreements between you and My Way or its affiliates or related entities relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with My Way or its affiliates or related entities pursuant to a registration to access additional My Search Applications or services provided by My Way. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of My Way. My Way shall not be deemed to be in breach of this Agreement due to any delay or failure of performance or interruption in the availability of the Services resulting directly or indirectly from any act of nature or other cause beyond the reasonable control of My Way. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the partiesÆ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. Sections 2-4, 7-15 and 18 of this Agreement will survive any expiration, cancellation or termination of this Agreement. The section headings used in this Agreement are for convenience only and have no legal or contractual effect. The My Way Software and the Services are not intended for use by or availability to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT DOWNLOAD, INSTALL OR USE ANY MY WAY SOFTWARE AND YOU MAY NOT ACCESS MY WAY SERVICES. Version: 2.5 Effective: 3 June, 2003 I agree to the Kazaa Media Desktop End User License Agreement and Altnet Peer Points Manager and My Search Bar End User License Agreements.