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FREEZE TOOLBAR SOFTWARE
END USER LICENSE AND CONTENT AGREEMENT
Version 1.01

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This Agreement is a legal agreement between you ("End User"), and W3i, LLC. In this Agreement, "you" and "your" refer to each customer and his or her agents, and "we", "us" and "our" refer to W3i. By clicking your agreement, by downloading, installing, copying, running, or using our Toolbar, screensavers, wallpaper, or other content and desktop enhancements (collectively, the "Content") available on any sites owned by us (collectively, the "Sites"), you are agreeing to be bound by the terms and conditions in this Agreement. If you do not agree to the terms you may not use our Toolbar, and you must remove and delete any copy in your possession.

If you are under 18, you must ask your parents or a guardian before you download the Toolbar. If you are not yet 18, do not download the Toolbar.

We may modify this Agreement from time to time, in our sole discretion. You agree to be bound by the terms of this Agreement as modified. Furthermore, unless stated otherwise, any new or additional features that change or enhance the Toolbar shall be subject to the terms and conditions of this Agreement.

We make no representations that the Sites, Toolbar or Content are appropriate for use in locations outside of the United States. If you use the Sites, Toolbar or Content, you agree to abide by the terms of this agreement and you are solely responsible for compliance with applicable laws.

This Agreement sets forth the terms and conditions that apply to your use of the Toolbar and Content. Additional terms and conditions including but not limited to our Privacy Policy may be associated with the Sites, Toolbar, and Content, and shall supplement this Agreement.

1. Description of Service. The Toolbar is a browser plug-in. It is not a stand-alone application. After installing the Toolbar, it will show in your browser, it allows you to search the web and gives you easy access to our Content and Sites.

2. Grant of License. We grant you a non-exclusive, non-transferable and non-assignable license to use the Toolbar and Content, in accordance with the terms and conditions of this Agreement. You may use the Toolbar and Content solely for your personal, non-commercial use, unless you are a paying subscriber to Freeze.com or Ringtone.com. Paying subscribers to Freeze.com should review the terms of the Subscriber Agreement. Paying subscribers to Ringtone.com should also review the terms of that service's Subscriber Agreement. You may make copies of the Toolbar and Content reasonably necessary for your own use; any copy made by you must bear the same notices that appear on the copy furnished by us.

You may not, rent, lease, sell, redistribute, modify, reformat, reproduce, distribute, repost, transmit, translate, disassemble, decompile, reverse engineer, publish, license, sell, rent, transfer, or create derivative works of the Toolbar or Content.

3. Use of the Freeze Toolbar
a. To use the Toolbar, you must provide all equipment and software necessary, including, a working computer running a compatible operating system and internet browser. Your equipment and software cannot interfere with our systems. If any upgrade to the Toolbar requires changes in your equipment or software, you must make the changes at your own expense.

b. Registration Data. Registration Data may include, but is not limited to, your name, birthday, address, and e-mail address. We will collect and keep this information in accordance with our Privacy Policy. When you register to download Content on our Sites, you agree to: (i) provide accurate and complete Registration Data and (ii) maintain and promptly update your Registration Data. If we suspect that the Registration Data is inaccurate or incomplete, we have the right to suspend or terminate your account and refuse current and future use of the Toolbar and Content. We may rely on the Registration Data to send you important information and notices. We shall have no liability associated with or arising from your failure to maintain accurate Registration Data. You authorize us, or third-party service providers, to verify your Registration Data.

4. Data and Tracking Information Collected. By using the Toolbar, you authorize us to collect, store, use, and distribute your Registration Data including your Personally Identifiable Information in accordance with the terms of our Privacy Policy. By using the Toolbar, you also authorize us to monitor, record, collect, use, and distribute information provided or generated by your use of it. The Toolbar transmits various types of information (collectively "Information") to us including, but not limited to: 1) the number of times you clicked on the toolbar buttons; 2) the number of searches you did using the toolbar; and 3) the date and time you successfully or unsuccessfully downloaded or installed the application; and 4) the date and time you uninstalled the application. We will treat all Information in accordance with our Privacy Policy.

5. Installation of Third-party Material. We may offer you Third-party Software at the time you install Content. You are however, not required to install any Third-party Software. We will never install Third-party software without your express consent. All Third-party Software (collectively, "Third-party Software") is subject to third-party license agreements. By installing or using Third-party Software, you agree to: (i) comply with the applicable license agreements related thereto; and (ii) be subject to any privacy policy related thereto. We are not responsible for, make no warranties with respect to, and shall not be liable for any damage in connection with Third-party Software.

6. Uninstalling the Freeze Toolbar. You may uninstall the Toolbar by using the uninstall utility that accompanies the application or through the Add/Remove utility in Windows. Firefox users must uninstall the Toolbar through the Firefox Add-ons menu. If you uninstall the Toolbar, it will stop sending us information. We try to, but do not warrant that any and all portions of the Toolbar related code will be removed by the uninstall utility. When you uninstall the Toolbar it will not remove any separately installed Content. You remain bound by the terms of this Agreement, including but not limited to its disclaimer of warranties, limitation of liability, exclusive remedy, and ownership clauses even after you uninstall the Toolbar, and Content. If you have any difficulty with the uninstall of the Toolbar, you may contact customer service at www.freeze.com/toolbar/help.html, alternatively you can e-mail customer service at support@support.w3i.com.

7. End User's Obligations. You represent and warrant that (a) you are the owner or an authorized user of the computer on which the Toolbar and Content is installed, and (b) you will use the Toolbar and Content only for lawful purposes. You agree not to use any automated or manual process to interfere with, modify, or attempt to interfere with or modify the Toolbar or Content, except to uninstall the same as provided herein. You acknowledge sole responsibility for installing appropriate antivirus software and other security measures on your computer.

8. Ownership. We own all intellectual property rights in and to the Toolbar and Content regardless of ownership of the tangible media in or on which the Toolbar or Content may be copied, encoded or otherwise fixed. Furthermore, the Toolbar's procedures, processes, systems, methods of operation, and concepts are our trade secrets. You may not use the Toolbar or Content without our prior express written permission because United States and international copyright, trademark and other laws protect them. Downloading or otherwise using the Toolbar or Content does not entitle you to ownership or claims to our intellectual property. Your license does not render you the owner of a copy of the Toolbar or Content. You agree to make no claim of interest or ownership in the Toolbar Content or any of our intellectual property.

Downloading or otherwise using the Freeze Toolbar or Content does not entitle you to ownership or claims to our intellectual property. Your license does not render you the owner of a copy of the Freeze Toolbar or Content. You agree to make no claim of interest or ownership in the Freeze Toolbar Content or other Freeze intellectual property. You acknowledge that you have no title to the Freeze Toolbar or Content.

9. Disclaimer of Warranties. WE PROVIDE THE SITES, TOOLBAR, AND CONTENT TO YOU "AS IS," "WITH ALL FAULTS," AND WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY US. WE DO NOT WARRANT THAT THE SITES, TOOLBAR, OR CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITES, TOOLBAR, OR CONTENT IS WITH YOU.

10. Limitation of Liability. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM YOUR USE OR INABILITY TO USE THE SITES, TOOLBAR OR CONTENT. YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO: (I) ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITES, TOOLBAR OR CONTENT, (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITES, TOOLBAR OR CONTENT, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTIES IN RELATION TO THE SITES, TOOLBAR OR CONTENT, (V) ANY OTHER MATTER RELATING TO THE SITES, TOOLBAR OR CONTENT, INCLUDING, WITHOUT LIMITATION, EQUIPMENT DOWNTIME, LOSS OF DATA, OR LOST PROFITS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (VI) ANY ATTORNEYS’ FEES OR ASSOCIATED COSTS RELATED TO THE ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SITES, TOOLBAR OR CONTENT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES, TOOLBAR OR CONTENT. YOU AGREE THAT OUR AND OUR LICENSORS’ AGGREGATE LIABILITY, HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, SHALL, IN NO EVENT, EXCEED TEN DOLLARS (US$10.00). BY INSTALLING OR USING THE SITES, TOOLBAR OR CONTENT, YOU ACCEPT SOLE RESPONSIBILITY FOR ALL CONSEQUENCES ARISING THEREFROM AND ACKNOWLEDGE THAT NO CLAIM WHATSOEVER WILL BE MADE AGAINST US OR OUR LICENSORS, DISTRIBUTORS, AGENTS, EMPLOYEES OR AFFILIATES.

11. Indemnification. You agree to indemnify us and our licensors against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") that arises out of or relates to: (i) your use or inability to use the Sites, Toolbar or Content; (ii) your violation of our Agreement or Privacy Policy or any agreement or privacy policy governing any Third-Party Software; (iii) your infringement or misappropriation or alleged infringement or misappropriation of any copyright, trademark, patent, trade secret or other personal or proprietary right; or (iv) Your gross negligence or willful misconduct. You agree to reimburse us for all attorneys’ fees and other expenses incurred in connection with investigating, defending or settling any claim.

12. General Provisions. If a court holds any provision of this Agreement to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in effect. This license will terminate immediately if you violate any provision of this Agreement. Furthermore, we may terminate this license at any time. This Agreement sets forth the entire agreement and understanding between you and us regarding the subject matter herein and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings or agreements regarding the same subject matter. You acknowledge that we have not induced you to enter into this Agreement by any representations or statements, not contained in this Agreement. This Agreement may not be modified except as described herein by a separate agreement in writing, assented to, by you, and our authorized representative. Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed. This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United States of America and the State of Minnesota without respect to its choice of law provisions. Any action between the parties will be venued in a Minnesota state or federal court and you agree to submit to the personal jurisdiction of such courts for such purpose. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the Toolbar, Sites, Content, Applications and this Agreement. We inserted the section headings appearing in this Agreement only as a matter of convenience they in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section. This Agreement shall not be construed as creating or constituting any partnership, joint venture or agency relationship between the parties. You agree not to resell the Toolbar or Content, or any portion thereof. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No third-party beneficiaries are intended or shall be construed as created by virtue of this Agreement. Pursuant to Title 17, United States Code, Section 512(c)(2), you should send notifications of claimed copyright infringement to PO Box 1142, St. Cloud, MN 56302.

13. Questions or Additional Information. If you have any questions regarding this Agreement or wish to obtain additional information, you can contact us by writing to:

W3i, LLC
Attention: Customer Care — Privacy Policy Issues
1900 Medical Arts Ave. S., Sartell, MN 56377

Alternatively, if you would like to contact us via e-mail, please visit www.freeze.com/toolbar/help.html or send a message to support@support.w3i.com.

Created On: December 4, 2006
Last Modified: October 13, 2008

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