End-User License Agreement

Welcome!

By downloading, installing or using the Software ("Software") or any portion thereof, you agree to the terms and conditions of this End-User License Agreement (“Terms”).

THIS IS A LICENSE AGREEMENT BETWEEN YOU AND CONDUIT LTD. ("CONDUIT"). PLEASE READ CAREFULLY AND ACCEPT THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE INSTALLING THE SOFTWARE. BY CLICKING THE "YES" BUTTON (OR ANY SIMILAR BUTTON WHICH INDICATE YOUR CONSENT TO THESE TERMS), YOU AGREE TO BE BOUND BY THESE TERMS. YOU WILL NOT BE ABLE TO INSTALL THE SOFTWARE UNTIL YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE EXIT THE INSTALLATION PROCESS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.

THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU, OR THE COMPANY ON WHOSE BEHALF YOU ARE INSTALLING THE SOFTWARE ("YOU") AND CONDUIT, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS.

1.         General

Conduit provides an on-demand website syndication platform (the "Conduit Platform") that enables online and website Publishers (as defined below) to create, maintain and distribute branded community Toolbars (as defined below) and additional content and technologies. The Conduit Platform is used by millions worldwide and it is available at: http://www.conduit.com.

The Software includes a Toolbar (as defined below) that was created using the Conduit Platform by a Publisher that has contractually committed to: (1) abide by Conduit's Terms of Service including strict privacy and safety policies and (2) to protect your rights as a user of the Software.

Uninstall - You may uninstall the Software at any time and with no limitations, using the standard uninstall procedures as offered with your computer's Operating System or your Internet Browser. For example: to uninstall the Toolbar from your Internet Explorer do as follows: Open your computer's Control Panel then select "Add or Remove Programs", Find "hi5 Toolbar" in the list of installed applications and click on it, Click on the "Change/Remove" button. To uninstall the Toolbar from your Firefox browser do as follows: Open Firefox and click on the "Tools" menu, Select "Extensions", Find "hi5 Toolbar" in the list of installed extensions and click on it, Click on the "Uninstall" button. To uninstall the Toolbar from your Safari browser do as follows: Open the Finder application and browse to Applications, in the Applications folder scroll down to Toolbars, find "hi5 Toolbar and click on it, then double click on “uninstall”, a “User name & Password” dialog window will be opened in which you will have to fill the required fields and to accept the operation. For other examples please refer to the standard uninstall procedures offered with your computer's Operating System or your Internet Browser.

2.         Definitions:

"Publisher" means an individual or entity that creates a Toolbar using the Conduit Platform. Such Publisher can make the Toolbar available for download on any domain and/or web site owned and/or operated by such Publisher or by a third party licensed by Publisher. The Toolbar is used by an internet user, such as You, who can download and install the Toolbar created by the Publisher.

"Toolbar" means a community toolbar that was created using the Conduit Platform by a Publisher and includes different features and content, including (but not limited to): menus, labels, links, images, tooltips, gadgets, web content, radio, multimedia, detection of content/toolbars, alerts, hosted web pages related to the Toolbar, personalized pages, remote software updates, etc.

“Third-Party Content” means any, elements, components,  technology or other types of content provided by third parties and available for your use in connection with the Toolbar.

3.         License

The license applies to versions of the Software that are offered on any supported Operating System and integrated in any compatible Internet Browsers including (but not limited to): Internet Explorer, Firefox, Safari and other supported Internet Browsers.

Conduit hereby grants to You a limited personal, non-exclusive, non-sublicensable, non-assignable, royalty-free license to download, install and use the Software solely for personal, non-commercial purposes in order to enhance Your Internet browsing experience by being provided with relevant information, content and references displayed at Your internet browser and/or desktop and/or other applicable locations.

These Terms will also govern any Software upgrades provided by Conduit, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

4.         Ownership

All rights to and in the Software (including all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software), including, but not limited to, copyrights, patents, trademarks, trade secret rights and any other applicable intellectual property right, shall belong to Conduit or to its licensors as may be applicable. The license to the Software hereunder does not grant you any right to use the trademarks, service marks or logos of Conduit or its licensors.

All rights in the Third-Party Content that were added by the Publisher and/or You to the Software using the features available in the Conduit Platform (including without limitations in the Toolbar) may belong to the Publisher or to other third-parties as may be applicable. It is your responsibility to make sure that you comply with all such rights.

5.         License Restrictions

You shall not modify the Software. You may only copy the Software, provided that all copyright and other notices are reproduced and included on the copy.

You may not (1) decompile, reverse engineer, disassemble or otherwise reduce the Software or any portion of the Software to a human-perceivable form, (2) modify, network, rent, lend, loan, distribute or create derivative works based upon the Software in whole or in part, (3) remove or alter any trademark, logo, copyright or other intellectual property notice in or on the Software, and (4) commercially distribute, market, sublicense, resell or otherwise transfer the Software. You may not make any use of the Software in whole or in part that is not expressly permitted by these Terms. The Software is delivered in object code only.

You acknowledge and understand that Conduit, , may modify the functionality of the Software or the components at any time, and any third party that provides Third-Party Content contained in the Software may modify the functionality of such Third-Party Content.

You acknowledge and agree that during installation, You may be prompted by the Software to apply changes to your Internet Browser settings. Such changes may be approved by You in advanced and can be reconfigured by You at any time from the options menu available in your Toolbar and/or in configuration options available your Internet Browser. Such changes may include the following:

a. Change the default search engine in Your Internet Browser's built-in search box, if such a search box exists in your browser.

b. Change the default Homepage of your Internet Browser.

c. Add alternative "page not found" functionality.

d. Allow software updates of the Toolbar once a new version is released.

e. Enable search from the Address Bar of your Internet Browser.

6.         Term

These Terms shall continue in effect perpetually, unless terminated earlier pursuant to the provisions herein. You may terminate these Terms at any time by permanently deleting from Your systems and/or destroying all copies of the Software in Your possession. Conduit may terminate these Terms and the license granted pursuant thereto if You breach any of these Terms. Upon termination of these Terms for any reason, You shall permanently delete and/or destroy all copies of the Software. All provisions of these Terms relating to "OWNERSHIP", "DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY", "PRIVACY AND LEGAL RIGHTS" and "MISCELLANEOUS" shall survive the termination of these Terms.

7.         Disclaimer of Warranty and Limitation of Liability

THE SOFTWARE IS PROVIDED "AS IS" WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, CONDUIT AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS,  IS FREE OF DEFECTS OR, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE AND NON-INFRINGING. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE SOFTWARE FOR YOUR USE AND AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

IN NO EVENT WILL CONDUIT AND ITS DIRECTORS,  DISTRIBUTERS, LICENSORS, CONTRIBUTORS AND AGENTS COLLECTIVELY (“CONDUIT GROUP”), BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OREXEMPLARY DAMAGES, ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, WORK STOPPAGE, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COMPUTER FAILURE OR MALFUNCTION , EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.

THE SOFTWARE IS BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT THE CONDUIT GROUP WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SOFTWARE. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO UNINSTALL AND CEASE USE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8.         Privacy and Legal Rights

Protecting Your privacy is very important to Conduit. The Conduit Platform is constantly monitored to maintain and enforce Conduit's Privacy Policies and Conduit contractually prohibits Publishers from violating the privacy rights of others while utilizing the Conduit Platform. You acknowledge that You have read and approved the policies of Conduit posted from time to time at http://www.conduit.com.

Conduit respects the legal rights of others, and we ask our Publishers do the same. We contractually prohibit our Publishers from using our platform to promote or distribute: illegal materials, materials protected by intellectual property rights, or offensive materials.

Please note that It is your responsibility to download and install software only from Publishers You trust, whether browser add-ons, toolbars or any other software. Conduit is not responsible for content that is uploaded to the Conduit Platform by any Publisher or by any third party.

If You believe that Your legal rights have been infringed upon while using the Software, we encourage You to report it to us at Your earliest convenience (to report, please visit the "Legal" section at the Conduit website, at http://www.conduit.com). As soon as we receive Your notification, we will, at our discretion, examine Your complaint and take the necessary measures to resolve it.

9.         Miscellaneous

(a) These Terms constitute the entire agreement between Conduit and You concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Conduit. (b) These Terms shall be governed by and interpreted under the laws of the State of New York, without regard to conflicts of provisions. All actions relating to these Terms and the Software shall be brought in the competent court in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. (c) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (d) If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof, to be unenforceable, that provision of these Terms shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Conduit reserves the right, at our discretion, to update or revise these Terms. (e) Except as required by law, the controlling language of these Terms is English. (f) You may not assign your rights under this Agreement to any party without Conduit consent.

Please check these Terms periodically for changes. Your continued use of the Software following the posting of any changes to these Terms, or notification to You of the changes, constitutes acceptance of those changes.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY IT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.

BY CLICKING ON THE AGREE BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS.

Updated: July, 2009