Freepath, Inc. Terms of Use

Revised August 2009

General

This is an agreement between Freepath, Inc., a Delaware Corporation (“we” or “us”), and yourself (“you”) as an end user and/or licensee of certain intellectual properties owned by us. The Agreement between you and us governs all the terms of acquisition and use of those properties, including the Freepath software (“The Software”), the www.freepath.com website, and the www.myfreepath.com website, collectively referred to as “Properties”. By installing the Software and/or continuing to use the websites, you affirm the terms of this Agreement and agree to continue to be bound by them. If at any point you disagree with the terms of this agreement, uninstall and do not use the Software, and stop using the websites.

Licenses granted

As the purchaser of a single-user license, we grant you a license to install and use the Software on up to two computers, provided that only one is running the Software at a time.

As the purchaser of a multi-user license, we grant you a license to install and use the Software on the number of computers specified at the time of purchase, all of which may be used concurrently. Additionally, you may assign individual licenses within the multi-user license to other users and may revoke such assignments at any time.

We may, at our sole discretion, grant additional types of license for group and multiple installations of the Software; to make arrangements for such an installation, contact our sales department.

You may make as many backup copies of the installer package or of the installed software as you like, subject to the installation and simultaneous operation restrictions above.

If you have not purchased the Software, your license to use it will expire at the end of a trial period. If you have purchased it, your license is extended for the duration agreed; this license may or may not, at our discretion, include updates and upgrades to the Software, if any.

We encourage you to pass the Software and links to the websites on to your friends and colleagues, provided that the software is passed along intact as it was originally shipped to you, in such a way that the new user can begin a new trial version. We’d prefer that you pass the Software along by directing your colleagues to our websites, but we also grant you permission to send, intact, the install package you received from us.

Your license to use, and with it, your access to, any subscription-based services we offer on our website, will end if and when your subscription ends.

Rights reserved

We retain ownership of all the Properties to which we grant you any license; the only rights to these properties are those specifically granted to you by this Agreement.

We reserve the right at any time, for any reason or for no stated reason, to revoke any license granted to you under this Agreement for any service for which you have not specifically paid us. This includes (but is not limited to) free services we offer and trial services not yet purchased.

The Software functions as managed software. As such, it updates periodically when a new version is available. We reserve the right to update your installation of the Software to the latest version, and/or to withhold specific updates. We may, in our sole discretion, decide to offer certain upgrades of the Software to you on an optional basis, or on a paid basis, either as a subscription or as an individually purchased upgrade. You are under no obligation to take advantage of any such offer in the future.

We retain ownership of the domains, the servers, and any and all information we’ve put on them to present our web sites to you. You agree that, except by our express written permission, you will not use any of our graphics, text, videos, code, or any other part of our site for any purpose other than that for which it was specifically intended. All such elements, together with the Properties as a whole may be protected by copyright, patent and trademark laws, and various other intellectual property rights.

You agree not to reverse-engineer our Software or our websites, or to attempt to circumvent any of their features or functions.

Where our websites provide a means to transport or display user-contributed content, whether contributed by you or by other users, we make no representation of any kind regarding that content; we do not guarantee that such material is not copyrighted, nor that such content-sharing forums will remain free of obscene or offensive materials. We are committed to promptly addressing all concerns in this regard, however, so we’ll appreciate you reporting such violations to us as you encounter them.

Terms of sale

Your license to the Software, when purchased, extends for the period agreed. If you’ve selected auto-renewal, this license will be renewed annually at or around the anniversary date of your initial license. You may cancel auto-renewal at any time, but unless you specifically terminate your account with us, you will still have access to your online services and the Software for the remainder of your subscription period.

Because the Properties, including the Software and the web services, are offered on a trial basis, we do not ordinarily grant refunds. If you desire to have us consider an exception to this policy, we will do so on an individual basis; contact customer service using the link on our website.

Terms of use

We grant you the right to use website(s) maintained by us in a manner consistent with generally accepted good citizenship on similar internet sites. Where our Properties include public forums, discussion boards, or social networking features, you specifically agree to avoid participating in or starting “flame wars”, and to keep discussion positive and useful for all participants.

Except as expressly provided in this Agreement, you agree not to copy, reproduce, republish, transmit or distribute in any way, any part of the Properties discussed herein without our prior written consent.

You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

The Properties are provided on an “as is” and “as available” basis. We don’t promise that they will be available at all times. Specifically, we reserve the right to take the website down for a period of time for maintenance or system repairs; we agree to make every effort to do so, when necessary, at times of least traffic.

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Sacramento, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys' fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Properties, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Digital Millenium Copyright Act

Notice: If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We accept such submissions by email at copyright@freepath.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Sacramento, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Privacy

We collect certain personal information about you when you register a new account with us. We agree never to share any of this information without your permission with any third party. Any such information which you post publicly, whether on our site or elsewhere, is beyond our control, and we are not responsible for it.

Any content you upload as part of your profile, or as archived or shared content, will be available only to those individuals to whom you make it available. Although we reserve the right to examine such content, we will not use or transmit it to any other individuals for any reason without your express permission.

We may gather statistical information about your usage of our Properties, but we will not transmit that information outside the Company in any way that would personally identify you.

You may, of course, decline to submit personally identifiable information through our Properties, in which case you can still access content and explore the websites, but we may not be able to provide certain services to you. Some features, including the Software itself may, for authentication purposes, require you to be online when activating.

We may use cookies and other similar techniques to customize your experience on our websites. We do not use any such techniques to gather information about you that identifies you, nor do we transmit any such information to third parties.

Your financial information, when collected for the purpose of making a purchase, is not stored on our website; instead, it’s transmitted securely to our credit card processor for the purpose of completing the transaction. Once the transaction is complete, we have no means of retrieving your credit card number or related information.

We adhere to the US Safe Harbor privacy principles. For more information about the Safe Harbor framework or our registration, see the Department of Commerce's web site.

Limitation of liability

Except where prohibited by law, in no event will we be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if we have been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms of Use, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, our liability shall in no event exceed the total of any subscription, purchase, or similar fees paid to us by you in the six months prior to the date of the initial claim made against us.

You agree to indemnify and hold us harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against us by any third party due to or arising out of or in connection with your use of the Site.

Severability, Other terms

If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that the Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between you and us with regard to your use of the Properties described herein, and any and all other written or oral agreements or understandings previously existing between you and us with respect to such use are hereby superseded and cancelled. Any failure on our part to insist on or enforce strict performance of this Agreement shall not be construed as a waiver of any provision or any right we have to enforce this Agreement, nor shall any course of conduct between the parties be deemed to modify any provision of this Agreement. This Agreement in no way confers any rights or remedies on any third parties.

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.