End User License Agreement

RX Toolbar End User License Agreement

PLEASE READ THE FOLLOWING SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY. THE RX TOOLBAR SOFTWARE IS A PRODUCT OWNED BY VISTA INTERACTIVE, A DIVISION OF BROADSPRING, INC. (“ VISTA”) AND/OR ITS LICENSORS. BY DOWNLOADING, INSTALLING AND USING THE RX TOOLBAR SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. TO TERMINATE THIS AGREEMENT, YOU MUST CEASE ALL USE OF THE KAZAA SOFTWARE AND UNINSTALL THE KAZAA SOFTWARE FROM YOUR COMPUTER BY USING THE ADD/REMOVE PROGRAMS MENU IN THE MICROSOFT® WINDOWS® CONTROL PANEL.

1. LICENSE

YOU ARE GRANTED THE FOLLOWING LIMITED LICENSE:

A. Vista grants you a non-exclusive, limited license, pursuant to the terms and conditions herein, to download, install and use the most current version of the RX Toolbar Software for personal, non- commercial purposes.

B. By installing the RX Toolbar Software, you agree: (i) to allow the RX Toolbar Software during the term of this Agreement to provide suggestions of other websites for you to visit from our advertisers based on the URL you input into your browser’s address bar and/or based on the subject matter of the web page you are visiting; (ii) to allow the RX Toolbar Software during the term of this Agreement to notify you of offers, links and or information that may be of interest to you, by adding an overlay to the text or links existing on Web Sites you visit or by opening new browser windows with various offers, links and information. You agree that the foregoing may occur, without limitation, as follows: (a) upon the opening of any Web Page, the RX Toolbar Software scans the Web Page and, when you scroll over certain text or links on that Web Page, provides an overlay with active links provided by third party advertisers or Web Sites, (b) this overlay will not be part of the Web Page you are on, but is provided by the RX Toolbar Software, and (c) when you click on a marked word or phrase on or within the overlay, you will be taken to a third-party Web Page not associated with the RX Toolbar Software or the Web Site you are visiting; and (iii) to allow the RX Toolbar Software during the term of this Agreement to provide such other functionality that is, in Vista’s sole discretion, consistent with the foregoing.

C. The RX Toolbar Software does not collect any of your personal information. To review Vista’s privacy policy concerning the RX Toolbar Software (the “Privacy Policy”), please visit http://www.searchenginebar.com/privacystatement.htm.

The Privacy Policy explains how Vista collects, stores, and uses information associated with your use of the RX Toolbar Software. YOU SHOULD CAREFULLY READ THE PRIVACY POLICY AND PERIODICALLY REVIEW THE POSTED VERSION OF THE PRIVACY POLICY FOR ANY CHANGES OR UPDATES. BY USING THE RX TOOLBAR SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THE PRIVACY POLICY, INCORPORATED BY REFERENCE HEREIN, AND ANY MODIFICATIONS THERETO.

D. In order to receive the benefits provided by the RX Toolbar Software, you hereby grant permission for the RX Toolbar Software to utilize the processor and bandwidth of your computer for the limited purpose of facilitating communications with Vista’s servers.

E. In addition to its right to terminate this Agreement as set forth herein, Vista may terminate the licenses granted hereunder at any time, for any reason or no reason at all, by posting notice of such termination at www.searchenginebar.com.

F. Vista has the right to provide you updates, upgrades, or enhancements to the RX Toolbar Software from time to time. Vista has the right to restrict your access to or cease providing certain features of the RX Toolbar Software at any time, with or without notice to you.

2. RESTRICTIONS

IT IS STRICTLY PROHIBITED TO:

A. Modify or allow others to modify the RX Toolbar Software in part or in its entirety.

B. Decompile, disassemble, reverse engineer, or allow others to decompile, disassemble or reverse engineer the RX Toolbar Software.

C. Rent, lend, assign, lease or transfer rights to the RX Toolbar Software.

D. Reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purpose the software, products or services provided by RX Toolbar Software or obtained from the RX Toolbar Software without obtaining the express, prior written consent of Vista (this restriction includes any attempt to incorporate any information from the RX Toolbar Software into any directory, product, or service).

E. Use any automatic or manual device or process to interfere or attempt to interfere with the proper working of any of the RX Toolbar Software, except to remove RX Toolbar Software from a computer of which you are an owner or authorized user in a manner permitted by this Agreement.

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

3. WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE RX TOOLBAR SOFTWARE OR VISTA’S SERVICES IS AT YOUR OWN RISK. THE RX TOOLBAR SOFTWARE AND VISTA’S SERVICES ARE PROVIDED TO YOU ON AN "AS IS," "WHERE IS," BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. VISTA EXPLICITLY DISCLAIMS ALL LIABILITY WITH REGARD TO THE ACCURACY, CONTENT OR AVAILABILITY OF INFORMATION FOUND ON THE SITES THAT LINK TO OR FROM THE RX TOOLBAR SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. VISTA MAKES NO WARRANTY THAT THE RX TOOLBAR SOFTWARE IS FREE OF DEFECTS OR ERRORS, OR THAT ANY RESULTS THAT MAY BE OBTAINED FROM ITS USE WILL BE RELIABLE.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

4. LIMITATION OF LIABILITY

IN NO EVENT SHALL VISTA, ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS OR AFFILIATES, OR ANY OF THE CREATORS OF THE RX TOOLBAR SOFTWARE 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, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE RX TOOLBAR SOFTWARE OR VISTA’S SERVICES, INCLUDING ANY DAMAGES RESULTING THEREFROM, EVEN IF VISTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you.

The entire risk as to the results and performance of the RX Toolbar Software or Vista’s Services is borne by the user.

5. INDEMNIFICATION

By using the RX Toolbar Software and accepting this Agreement, you agree to indemnify and hold Vista, and its officers, directors, employees, agents, shareholders, licensors, assigns, affiliates and any third party distributors, harmless from and against any and all damages, losses and costs, including attorney fees and expenses, resulting from any violation by you of this Agreement or asserted by any third party due to or arising out of your use of or conduct with respect to the RX Toolbar Software.

6. PROPERTY

The RX Toolbar Software contains proprietary and confidential information of Vista, including copyrights, trade secrets and trademarks and are protected by United States and international copyright laws. The RX Toolbar Software, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of Vista and its suppliers, and except for the limited license granted to you, Vista reserves all right, title and interest in and to the RX Toolbar Software. You agree not to take any action to jeopardize, limit or interfere with Vista's ownership of and rights with respect to the RX Toolbar Software. You acknowledge that any unauthorized copying or unauthorized use of the RX Toolbar Software is a violation of this Agreement and copyright laws and is strictly prohibited.

The "RX Toolbar" trademark is the sole property of Vista and is protected by United States and international trademark and intellectual property laws. Use of the “RX Toolbar” trademark is strictly forbidden without the express written permission of Vista.

7. CONTENT 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 RX Toolbar Software or Vista’s 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 the RX Toolbar Software, you may be exposed to Content that may be offensive, indecent or objectionable to you. 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 Vista 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 RX Toolbar Software.

In addition, all content made available or accessed through the RX Toolbar Software is the property of the applicable content owner and may be protected by applicable laws including without limitation those relating to copyrights, trademarks and other intellectual property rights. This Agreement gives you no rights to such content.

8. EXPORT CONTROL LAW; NOTICE TO U.S. GOVERNMENT USERS

The export and re-export of the RX Toolbar Software is controlled by the United States Export Administration Regulations and such software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria or any country to which the United States embargoes goods. In addition, the RX Toolbar Software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. By downloading the RX Toolbar Software, you are certifying that you are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria or any country to which the United States embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. All Vista products and publications are commercial in nature. The RX Toolbar Software and documentation available on the www.searchenginebar.com site are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

9. 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 Vista or Sharman Networks to download the RX Toolbar 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 VISTA. 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.

10. GENERAL

Vista reserves all rights not expressly granted herein. Vista may modify this Agreement at any time by posting the revised Agreement at www.searchenginebar.com and/or providing the revised Agreement with an update of the RX Toolbar Software. Your installation of any such update and/or your continued use of the RX Toolbar Software shall constitute your acceptance of such revised Agreement. You may not assign any rights granted to you hereunder. 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 will be subject to the exclusive jurisdiction of any state or federal court sitting in Orange County, California and you irrevocably consent to the personal jurisdiction and venue of such courts. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired. Vista may assign its rights and duties under this Agreement to any party at any time without notice to you. Sections 2, 3, 4, 5, 6, 7, 8 and 9 shall survive the termination or expiration of this Agreement. The terms set forth in this Agreement constitutes the final, complete and exclusive agreement with respect to the RX Toolbar Software.