FIM END USER LICENSE AGREEMENT FOR “TheSpringBox” PLATFORM AND “SpringWidgets” WIDGETS

Effective Date: November 2, 2006

FOX INTERACTIVE MEDIA, INC. (“FIM”) PROVIDES "TheSpringBox" PLATFORM AND "SpringWidgets" WIDGETS (AS DEFINED IN SECTION 1 BELOW, AND COLLECTIVELY REFERRED TO HEREIN AS THE “APPLICATION”) TO YOU SUBJECT TO THE FOLLOWING END USER LICENSE AGREEMENT (“EULA”) WHICH MAY BE UPDATED BY FIM FROM TIME TO TIME WITHOUT NOTICE TO YOU. BY INSTALLING THE APPLICATION AND/OR CLICKING ON THE ‘I ACCEPT’ BUTTON BELOW, YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AGREE TO ALL OF THE TERMS OF THIS EULA REGARDING YOUR USE OF THE APPLICATION. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, CLICK ON THE 'I DO NOT ACCEPT' BUTTON. THIS WILL CANCEL THE INSTALLATION.

1. Definitions.
“TheSpringBox Platform” means the execution layer and operating environment for running SpringWidgets.
“SpringWidgets” means mini-programs or windows containing FIM Content that appear on your desktop.
 “FIM Content” shall mean any and all proprietary images, technology, applications, artwork, copy, information, trademarks, service marks, data, or knowledge or other materials made available to you as part of the Application.

2. Term; Termination and Survival.
This EULA is considered effective as of the Effective Date written above and shall remain in full force and effect unless earlier terminated as provided herein. In the event FIM ceases to make the Application available as set forth herein, this EULA shall automatically terminate. This EULA shall terminate automatically if you fail to comply with any of the limitations described in this EULA. No notice shall be required to effectuate such termination. Upon termination, you must remove the Application from your computer. Sections 7 through 12 of this EULA shall survive the termination of this Agreement. 

3. The Application.
No Internet Connection Equipment Provided. FIM shall not be obligated to, and you acknowledge that FIM will not, provide any bandwidth, modem, computer, or any other equipment, system or connectivity for you to connect to the Internet. You shall be solely responsible for all modems, computers, operating systems connection devices and bandwidth necessary for connecting to the Internet through which you can access the Application and the FIM Content.
Revision of the Application. FIM may modify, suspend or discontinue any aspect of the Application at any time, including, without limitation, the availability of any FIM Content. FIM may also impose limits on certain features and services or restrict your access to parts or all of the Application and/or the FIM Content without notice or liability of any kind.
No Resale of Application. You agree that this EULA is personal to you and that you may not resell, lease, license, assign, redistribute or otherwise transfer any portion of the Application, including, without limitation, the FIM Content.
No Accuracy of FIM Content. The FIM Content contains information, advice, text and materials that are provided for your convenience and enjoyment. Third parties provide some of the FIM Content. You should be aware that the FIM Content might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the FIM Content may be subject to terms and conditions which may be found in the documents and policies of third parties. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any FIM Content and will not be liable for any lack of the foregoing.
No Warranty of Lawfulness of Application.  FIM does not represent or warrant that every action you take with regard to your account and related activities in connection with the Application, including, without limitation, the FIM Content, will be lawful in any particular jurisdiction. It is incumbent upon you to know the laws that pertain to you in your jurisdiction and act lawfully at all times when using the Application, including, without limitation, the FIM Content.

4. License and Proprietary Rights.
License. During the Term, FIM hereby grants to you, and you hereby accept, a personal, non-transferable, non-commercial, non-exclusive, limited, revocable license, to download and use the Application and display the FIM Content (where applicable, in executable, object code form only) solely on your computer. Nothing herein shall be interpreted to mean, and FIM does not grant you any right, title or license in any FIM materials or other proprietary images, trademarks, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind.
No Sublicense. Nothing herein shall be interpreted to mean, and FIM does not grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the FIM Content. 
Copyright Notices. The FIM Content is protected by copyright and or trademark pursuant to U.S. copyright and/or trademark laws, international conventions and other copyright and/or trademark laws, and is owned or controlled by FIM. You will abide by any and all additional copyright notices, information, or restrictions contained in the FIM Content or as FIM otherwise may impose from time to time.
No Derivative Works. You represent, warrant and covenant that you shall not reverse engineer, decompile, translate, modify, or develop derivative works based on, the FIM Content.
No Contest of Rights. You acknowledge and agree that both during and after the Term, you shall not directly or indirectly contest or aid in contesting the validity or ownership of the FIM Content or take any action whatsoever in derogation of FIM’s rights therein or in breach of any terms and conditions contained in this herein.
Reservation of Rights. Any and all rights to use any FIM Content not expressly granted to you under this Agreement are hereby reserved for FIM. Nothing contained in this Agreement shall affect, impair, or limit in any way FIM’s rights to exploit fully any or all of the FIM Content.
Proprietary Rights. You acknowledge and agree that FIM owns and shall retain all rights, title and interest in and to the FIM Content, including, without limitation, all copies thereof and all rights to patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto.
No License to FIM Trademarks. Nothing herein shall be interpreted to mean, and FIM does not grant you any right or license in any FIM trademark, tradename, service mark, insignia, slogan, name, emblem, logo, symbol, design and/or other identifying characteristics owned by or associated with FIM, its subsidiaries or affiliates, in any manner whatsoever.

5. Privacy.
This EULA and your use of the Application is governed by the FIM Privacy Policy which may be found at http://downloads.fimlabs.net/foxdesktop/privacy.php.

6. User Tracking.
You acknowledge that during your use of the Application, and in order to get a better understanding of user behavior, FIM may, through the use of cookies or otherwise, track user behavior in a manner consistent with the FIM Privacy Policy (to which a link is attached in Section 5 above) including, without limitation, tracking (i) the number of people who download the Application, (ii) the number of people actively using the Application on a per day, per week, per month and per year basis, (iii) the length of time users spend with the Application running, and (iv) click-thrus within areas of the Application.

7. Disclaimer of Warranties.
THE APPLICATION, INCLUDING, WITHOUT LIMITATION, ALL FIM CONTENT, SOFTWARE, DOCUMENTS, FUNCTIONS, MATERIALS, GRAPHICS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT VIA THE APPLICATION, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FIM AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER ABOUT: (A) THE FIM CONTENT MADE AVAILABLE TO YOU THROUGH THE APPLICATION; (B) THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE APPLICATION; (C) THE ABILITY OF THE APPLICATION TO WORK WITH ANY PARTICULAR COMPUTER; AND/OR (D) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE APPLICATION. FIM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APPLICATION OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE APPLICATION OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
FIM DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE APPLICATION IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, THE FIM CONTENT, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE APPLICATION, INCLUDING, WITHOUT LIMITATION, THE FIM CONTENT. FURTHER, FIM AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
FIM AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE APPLICATION INCLUDING, WITHOUT LIMITATION, THE FIM CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT.

8. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL FIM BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF, THE APPLICATION INCLUDING WITHOUT LIMITATION THE FIM CONTENT, EVEN IF FORESEEABLE OR FIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL FIM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

9. Indemnity.
You agree to defend, indemnify and hold harmless FIM with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees arising out of or in connection with this Agreement, including, without limitation, your use of the Application, including, without limitation, the FIM Content. Notwithstanding the foregoing, FIM retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against FIM herein under the terms and provisions of this Section 9 and in no event shall you settle any such claim without FIM’s prior written approval.

10. Governing Law; Jurisdiction and Venue.
THIS AGREEMENT AND THE INTERPRETATION OF ITS TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES. The parties irrevocably submit and consent to the exclusive jurisdiction and venue of the California state courts in and for Los Angeles County, California and the Federal Courts in and for Los Angeles County, California. The parties agree not to raise the defense of forum non conveniens.

11. Notices.
Whenever, under the provisions of this EULA, you are required or permitted to give notice to FIM, you shall give the notice in writing. It shall be deemed given either when delivered personally, or by courier, or three days after mailing, postage prepaid by registered or certified mail, return receipt requested, addressed to FIM at the following address:
SpringWidgets/FIMLabs
c/o Fox Interactive Media
407 N Maple Drive
Beverly Hills, CA 90210
Whenever, under the provisions of this EULA, FIM is required or permitted to give notice to you in writing, FIM may send an e-mail to the address provided by you when you registered for the Application. If you have not provided an accurate e-mail address, FIM may, but is not obligated to, send a notice to you in any reasonable way.

12. Miscellaneous.
This EULA contains the sole and entire agreement between the parties with respect to the use of the Application and supersedes any and all other prior written or oral agreements between them. Captions contained in this EULA are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this EULA or the intent of any provision of this EULA. It is the intent of the Parties that neither this EULA, nor any covenant in this EULA, shall be construed against either party pursuant to the common law rule of construction against the drafter. It is the intent of the parties that said rule not be applicable to this EULA. If any provision of this EULA shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of this EULA.