UK Software.
End User License Agreement
IMPORTANT: Read Before Installing This Software

THIS SOFTWARE APPLICATION IS ADVERTISING SUPPORTED. IT WILL USE YOUR INTERNET CONNECTION TO DELIVER ADVERTISMENTS AND performance metrics reporting-supported software.

This license agreement is in 3 parts, part 1 - refers to the software, you and UK Software, part 2 - refers to Radiates advertising software and part 3 - refers to WebHancer customer companion software.

Part - 1
PLEASE READ THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE OR USING THE SOFTWARE CONTAINED HEREIN, BECAUSE INSTALLING THIS SOFTWARE OR YOUR INITIAL USE OF THIS SOFTWARE WILL INDICATE YOUR ASSENT TO EACH TERM OF THIS LICENSE AGREEMENT. UK SOFTWARE WILL LICENSE THE DOWNLOADED SOFTWARE TO YOU ONLY UPON ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT INSTALL THIS SOFTWARE.

1. Standard Use Agreement

This software, is owned by UK Software and/or its suppliers, and is protected by United Kingdom copyright laws and international treaty provisions. You must treat the software like any other copyrighted material.

a. You may:

use this software on any compatible computer, providing that you use the software on only one computer at a time.

transfer this software to another party by transferring the original copy of the software program and all applicable documentation, including this End User License Agreement. You must delete and/or destroy all other copies of the software and documentation. This transfer of possession terminates your license, and all associated benefits, with UK Software.

b. You may NOT:

use, copy, or transfer copies of this software and documentation except as provided for in this End User License Agreement, as set forth herein.

alter, merge, modify, or adapt this software in any way, including disassembling, decompiling, or reverse engineering the software.

use this software with any software program that enables the user to edit, redesign or modify the fonts produced by this software or convert them to another font format.

loan, rent, lease, or sublicense this software, or any copy of this software.
2. Limited Warranty

UK Software warrants that the media on which this software is distributed is free of defects in materials and workmanship. UK Software will replace defective media at no charge, provided you return the original copy of the software program diskettes and accompanying documentation with a dated proof of purchase to UK Software within ninety (90) days after your date of purchase.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, UK SOFTWARE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL UK SOFTWARE BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF UK SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UK SOFTWARE'S LIABILITY EXCEED THE PURCHASE PRICE PAID (IF ANY) FOR THE SOFTWARE AND DOCUMENTATION.

The warranty and remedies set forth above are exclusive, and in lieu of all others. No UK Software dealer, distributor, agent or employee is authorized to make any modification or addition to this warranty.

Some states/countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the aforementioned limitation or exclusion may not apply to you.

Part - 2
End-User License Agreement for Radiate Technology

Introduction

This Product is advertiser-supported software and incorporates advertisement serving and other technology by Radiate, Inc.  Advertiser-supported software creates revenue for software development through the end users interaction with dynamically delivered advertising and the collection and use of user profile information, enabling software developers to create revenue and allowing end users to download, install and enjoy software products typically without having to pay fees, and providing advertisers and end users the convenience of customized, rather than blanket or repetitive, advertising.

NOTICE: Licensed Software incorporated into this Product collects personal information.  To learn more about how this information is collected and used, read the following information, and see Radiate, Inc.s Privacy Policy Statement, which is hereby incorporated by reference, and may be accessed via the World Wide Web at http://www.radiate.com/privacy.html, or by telephoning (800)-695-5369.

By clicking the "ACCEPT" or "YES" or any other button referenced to this License Agreement that suggests you agree and/or by installing, using, or copying this Product, You are becoming a party to, indicating Your consent to, and agreeing to be bound by the terms of this License Agreement, without modification.  If You do not understand and accept all of the following terms and conditions, including those terms and conditions regarding the collection of user profile information, You click the "DO NOT ACCEPT" or "NO" or any other other button referenced to this License Agreement that suggests you disagree, and You must not install, use, or copy this Product.

1. Definitions.

(a) "Agreement" and/or "License Agreement" shall mean this License Agreement and any and all documents incorporated by reference, including but not limited to Radiate, Inc.s Privacy Policy Statement; (b) "You," and/or "Your" shall mean the individual or a legal entity exercising rights under, and complying with all of the terms of, this Agreement; (c) "Licensed Software" shall mean Radiate, Inc.s technology, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation; (d) "Product" shall mean the combination of the Licensed Software and the underlying software product in which the Licensed Software is incorporated; (e) "Demographic Information" shall mean any information that is not Personally Identifiable Information, and shall include, but is not limited to Your gender, age, zip code, browser type, operating system, and Internet protocol (IP) address and (f) "Personally Identifiable Information" shall mean any information that identifies You to others, and shall include, but shall not be limited to Your first and last name, home or other physical address including street name and name of city or town, e-mail address, and telephone number and (g) "Radiate, Inc." shall mean Radiate, Inc., and its licensees and agents, and (h) "live update" shall mean the automatic updating of Radiate technology or the technology of its affiliate partners on your computer.

2. License Grant.

Subject to the terms of this Agreement, Radiate, Inc. hereby grants You a non-exclusive and non-transferable license to reproduce and use for personal or internal purposes the Licensed Software, provided that any and all copies made must contain all of the original and unmodified proprietary notices, including, but not limited to, this License Agreement.

3. Restrictions.

You acknowledge and agree that You shall not (a) modify or create any derivative works of the Licensed Software or documentation; (b) attempt to disable the Licensed Software by any means or in any manner; (c) attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Licensed Software (except to the extent applicable laws specifically prohibit such restriction); (d) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer or disclose the Licensed Software to any third-party; or (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensed Software or the Product.

4. Proprietary Rights.

You acknowledge and agree that Radiate, Inc. owns all title, ownership rights, and intellectual property rights in the Licensed Software.  You agree that you shall take no action that might jeopardize, limit, or interfere in any way with Radiate, Inc.s ownership or other rights regarding the Licensed Software.  You acknowledge that the Licensed Software is protected by copyright and other intellectual property laws, and by international treaties.  You further acknowledge and agree that the remaining portions of the Product are the property of their respective owners and may also be protectable by applicable copyright, other intellectual property law, and international treaties.

5. Disclaimer of Warranty and Limitation of Liability.

THE LICENSED SOFTWARE IS PROVIDED ON AN "AS IS" BASIS.  RADIATE, INC. DOES NOT WARRANT THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR VIRUS-FREE, OR THAT ANY DEFECT IN THE LICENSED SOFTWARE WILL BE CORRECTED.  RADIATE, INC. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE, AND NO USE OF THE LICENSED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL RADIATE, INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF RADIATE, INC. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.  YOU ALSO AGREE THAT RADIATE, INC.S ENTIRE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM OR DEMAND ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE SUM OF THE FEE YOU PAID FOR THE PRODUCT (IF ANY), WITH THE SOLE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF RADIATE, INC., TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT RADIATE, INC. IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF THIRD-PARTY ADVERTISER CONTENT PROVIDED BY ITS LICENSEES, THAT MAY BE TRANSMITTED TO YOU THROUGH THE LICENSED SOFTWARE.

6. Legal Compliance.

You agree that You shall fully comply with all applicable laws, statutes, ordinances and regulations regarding Your use of the Licensed Software and the Product.

7. Indemnity.

You agree to indemnify and hold Radiate, Inc., its successors, assigns, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys fees, made by any third-party due to or arising out of your failure to comply with this Agreement or your violation of any law or the rights of any third-party.

8. Termination.

This Agreement shall be effective unless and until terminated.  You acknowledge and agree that Radiate, Inc. may, without prejudice to any other rights under this Agreement or applicable law, terminate the license granted in this Agreement at any time without notice to You if You fail to comply with any of the terms and conditions of this Agreement.  Upon termination of this Agreement, all rights granted to You in this Agreement shall immediately terminate.

9. Privacy Disclaimer and Disclosure Regarding User Profile Information.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DEMOGRAPHIC AND PERSONALLY IDENTIFIABLE INFORMATION COLLECTED BY THE LICENSED SOFTWARE MAY BE USED BY RADIATE, INC., AND/OR THE MANUFACTURER OF THE PRODUCT, AS WELL AS SHARED, RENTED, LEASED, SOLD, OR OTHERWISE MADE AVAILABLE TO THIRD-PARTIES AT THE SOLE DISCRETION OF RADIATE, INC., IN ACCORDANCE WITH RADIATE, INC.S PRIVACY POLICY STATEMENT. YOU ALSO ACKNOWLEDGE AND AGREE THAT THE LICENSED SOFTWARE MAY ALSO GENERATE POP-UP DIALOGUE BOXES REQUESTING YOU TO VOLUNTARILY PROVIDE CERTAIN PERSONALLY IDENTIFIABLE INFORMATION, AND REQUIRING YOU TO PROVIDE CERTAIN DEMOGRAPHIC INFORMATION DURING REGISTRATION OF THE PRODUCT, AND/OR FROM TIME TO TIME THEREAFTER, WHILE THE PRODUCT IS ACTIVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE LICENSED SOFTWARE SHALL RESIDE ON YOUR LOCAL SYSTEM AND MAY OPERATE UNOBTRUSIVELY IN THE BACKGROUND, PERFORMING A LIVE UPDATE, DELIVERING ADDITIONAL REQUESTED SOFTWARE, COLLECTING AND TRANSMITTING INFORMATION RELATED TO THE DISPLAY AND TRACKING OF ADVERTISING AND ANY VOLUNTEERED DEMOGRAPHIC AND/OR PERSONALLY IDENTIFIABLE INFORMATION ABOUT YOU TO RADIATE, INC.S SERVERS WHENEVER YOUR WEB BROWSER IS ACTIVE, WHETHER THE PRODUCT INCORPORATING THE LICENSED SOFTWARE IS ACTIVE OR NOT.

NOTICE: If, after installing, using, or copying the Product, You decide that You prefer to discontinue disclosing Your Personally Identifiable and/or Demographic Information, You may either: (a) register the Product and any and all other Products incorporating the Licensed Software, or (b) perform a complete uninstallation of the Product and any and all Products incorporating the Licensed Software.  You may not, however, disable the Licensed Software and continue to use this or any Product that incorporates the Licensed Software.

10. Miscellaneous.

(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof; (b) This Agreement may be amended only by a writing signed by both parties; (c) This Agreement and any dispute arising out of it shall be governed by the laws of the State of California, USA; (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Santa Clara County, California, under the auspices of JAMS/Endispute, with the losing party paying all costs of arbitration. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights or property of that party pending the completion of arbitration; (e) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods; (f) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect; (g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof; (h) The provisions of this Agreement that require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination; (i) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Your assets to another entity; (j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, and assigns; (k) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay), or interruption of service resulting directly or indirectly from any cause beyond its reasonable control, and; (l) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.

11. US Government Restricted Rights Legend.

The Licensed Software and any documentation provided is commercial in nature and has been developed exclusively at private expense.  Use, duplication or disclosure by the United States 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 section at 48 CFR 52.227-19, and any other successor regulations, as applicable.  Manufacturer is Radiate, Inc., current address to be found at http://www.radiate.com.

12. Acknowledgment of Agreement.

IF YOU ACCEPT the terms of this Agreement:

I acknowledge and understand that by ACCEPTING the terms of this Agreement, I am consenting to Radiate, Inc.s use of my information as explained herein.

IF YOU DO NOT ACCEPT the terms of this Agreement.

I acknowledge and understand that by refusing to accept these terms, I have rejected this license agreement and therefore have no legal right to install, use, or copy this Product or the Licensed Software that it incorporates.

Part - 3
Terms and Conditions of Installing the webHancer Customer Companion (the "Software").

THIS END USER LICENSE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND WEBHANCER CORPORATION ("WEBHANCER") FOR THE SOFTWARE. BY DOWNLOADING, COPYING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE.

You are granted a non-exclusive, non-transferable and restricted license to use the Software on a single computer for your internal use. You may make one copy of the Software for backup purposes.  This agreement shall automatically terminate due to your failure to comply with any of its provisions. Upon any termination of this agreement, you shall destroy all copies of the Software in your possession including that installed on computers.

THE SOFTWARE IS PROVIDED "AS IS". YOU ARE SOLELY RESPONSIBLE FOR THE ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN  CONNECTION WITH THE SOFTWARE. WEBHANCER MAKES NO WARRANTIES  WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

IN NO EVENT SHALL WEBHANCER HAVE ANY LIABILITY TO YOU FOR ANY LOSS OF USE, PROFIT, OR REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE), EVEN IF WEBHANCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. In jurisdictions which do not allow the exclusion or limitation of consequential, incidental or special damages, WEBHANCER's liability for such damages shall be limited to the maximum extent permitted by applicable law.

The Software, including all copies, and all copyrights and all other rights, title and interest subsisting in or related to the Software, shall at all times remain the property of WEBHANCER or its licensors. WEBHANCER or its licensors reserves all rights not expressly granted to you. You shall not translate, reverse engineer, decompile or disassemble any part of the Software, or modify or adapt or create derivative works based on any part of the Software.

Notice to U.S. Government end users. If this product is acquired under the terms of a: GSA contract-Use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract; U.S. DoD contract- Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of 252.227-7013; Civilian agency contract- Use, reproduction, or disclosure is subject to 52.227-19 (a) through (d) and restrictions set forth in the accompanying end user agreement. Unpublished-rights reserved under the copyright laws of the United States. WebHancer Corporation 2255 Carling Avenue, 3rd Floor Ottawa, Ontario Canada K2B 7E9.

This agreement shall be governed by the laws of the Province of Ontario, Canada, excluding conflicts of law and choice of law principles and the United Nations Convention on Contracts for the International Sale of Goods, if applicable. You attorn to the exclusive jurisdiction of Ontario courts and waive trial by jury. If any part of this agreement is found unenforceable, it will not affect the validity of the balance of the agreement. You agree to comply with all applicable laws including export restrictions. This agreement may only be modified in writing by WEBHANCER.
