Metacafe desktop application – License Agreement & Terms of

Use

THIS VERSION OF METACAFE SOFTWARE AND ANY OTHER RELATED SOFTWARE,

UPGRADES OR UPDATES AND ALL RELATED SERVICES (THE "PRODUCT"), ARE
LICENSED TO YOU BY METACAFE INC. ("METACAFE") SUBJECT TO THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT & TERMS OF USE (THE "AGREEMENT").
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY. BY CHECKING THE “I HAVE
READ AND I ACCEPT THE METACAFE SOFTWARE LICENSE AGREEMENT & TERMS OF
USE” CHECK BOX, AND/OR BY INSTALLING OR USING THIS PRODUCT YOU AGREE
TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL
OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT ACCESS/USE THE PRODUCT,
DO NOT INSTALL OR USE THE PRODUCT AND IMMEDIATELY DELETE ANY COPY OF
IT FROM ALL STORAGE MEDIA.
METACAFE RESERVES THE RIGHT TO REVISE THE TERMS OF THIS AGREEMENT AT
ANY TIME, AT ITS SOLE DISCRETION AND WITHOUT ANY PRIOR NOTICE. METACAFE
WILL POST THE LATEST VERSION OF THE AGREEMENT AT www.metacafe.com/terms
AT ALL TIMES, THE LATEST VERSION OF THE AGREEMENT WHICH IS PUBLISHED ON
THE ABOVE LINK SHALL BE BINDING AND SHALL SUPERSEDE ANY OTHER VERSION.
IF YOU ARE UNDER THE AGE OF 13 YOU ARE NOT ELIGIBLE TO USE THE PRODUCT,
AND WE ASK YOU NOT TO SUBMIT ANY PERSONAL INFORMATION TO US, AND NOT
TO USE OUR PRODUCT. BY PRESSING THE "I AGREE" BUTTON AND/OR BY
INSTALLING OR USING THIS PRODUCT, YOU DECLARE YOU ARE OVER THE AGE OF
13.

Description of the Product

The Product offers a platform which allows users to submit Data (as defined below)
to be automatically delivered based on push technology to other users of the
Product, thus allowing users of the Product a channel for distribution of their Data to
the Metacafe community on the one hand and on the other hand receiving Data
submitted by other users without actively searching and without the discomfort of
streaming or buffering. Users can customize the way Data is to be delivered using
channels and filters. Without derogating from the provision of the “User Conduct”
Section below, note that as a mean to further protect copyrights of third parties
Metacafe may impose additional and separate provisions for not allowing submission
of certain file formats and/or sizes.

Limited Access to certain Features and Data. Metacafe reserves the right to
require your provision of certain personal information as a precondition for gaining
access to certain features of the Product (such as the submission of Data feature).
You hereby undertake to provide Metacafe only with current, complete and accurate
information as required (hereinafter: "Information"). Should Metacafe suspect that
any Information you provided is untrue, inaccurate, not current or incomplete, then
without derogating from any other right or remedy to which Metacafe may be
entitled to under this Agreement and/or applicable law, Metacafe has the right to
suspend or terminate your use of such features and/or any other (including all other)
features of the Product. Your failure to comply with this provision automatically
nullifies any obligation Metacafe may have to contact you or provide you with any
notice required by this Agreement or by law.

Adult Content - You hereby acknowledge that access to certain Data which may be
available through the Product and which contain images of nudity, sexual acts, or
other sexual material (“Adult Content”) is permitted only if you are over the
minimum age applicable in your jurisdiction (18 or 21) and may be subject to
additional disclaimers and terms and conditions (“Additional Terms”) available in
conjunction with such Adult Content.

Grant of License. Pursuant to the terms and conditions herein, Metacafe grants you
a personal, non-exclusive, non-transferable, non-sublicensable license to download,
install and use the Product, for the term of this Agreement, solely for your own
personal, non-commercial purposes (unless otherwise expressly agreed by Metacafe
under a separate agreement), and subject to the terms and conditions of this
Agreement. Except as expressly permitted in this license, you agree not to reverse
engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, make
copies of, create derivative works from the Product. All rights not expressly granted
by Metacafe to you are retained by Metacafe and/or its licensors.

Password and Security. You are solely responsible for maintaining the
confidentiality of your password and any additional identifying information (such as
user ID) required for your use of any of the features of the Product. Metacafe does
not guarantee the security of any data or materials (“Data”) stored/ transmitted/
posted/ submitted and/or managed through the Product. You are solely responsible
for all the Data uploaded to the Product under your user ID, username and/or
password. If you lose control of your password, or you allow another person or entity
to access and use the Product using your user ID, username and/or password you
will be solely responsible for all the consequences of actions performed
through/under your user ID, username and/or password and for all the Data stored/
transmitted/ posted/ submitted and/or managed in/through your username and
password. Without limiting any of the foregoing, you must immediately notify
Metacafe if you become aware of any loss, theft, or unauthorized use of your
password or of any other unauthorized use of any user's information, data, or of the
Product or any other breach of security that is known or suspected by you.

Privacy. The use of the Product is governed by Metacafe’s separate privacy policy
(the current version of which can be found at the following URL
www.metacafe.com/privacy

User Conduct. You agree to abide by all applicable local, state, national and foreign
laws, treaties and regulations in connection with the Product, and your use thereto.
In addition, without limiting from the generality of the foregoing, you agree not to
use, or endorse or in any other way allow use of the Product to: (a) or in connection
with sending unsolicited or unauthorized advertising, promotional materials, junk
mail, spam, chain letters, pyramid schemes, or any other form of duplicative or
unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather
or assemble information or data regarding other users, including e-mail addresses,
without their consent; (c) transmit/ submit through or post on or manage through
the Product unlawful, harassing, libelous, abusive, tortuous, defamatory,
threatening, harmful, invasive of another's privacy, hateful, vulgar, obscene or
racially, ethnically or otherwise objectionable material of any kind or nature or which
is harmful to minors in any way; (d) copy/ reproduce/ store/ transmit/ post/ submit/
publicly display and/or manage any material that may infringe the intellectual
property rights or other rights of third parties, including trademark, copyright or
right of publicity; (e) store/ transmit/ post/ submit/ manage any material that
contains software viruses or other harmful or deleterious computer code, files or
programs such as Trojan horses, worms, time bombs, cancelbots (f) interfere with or
disrupt servers or networks connected to the Product or violate the regulations,
policies or procedures of such networks; (g) attempt to gain unauthorized access to
the Product, other accounts, computer systems or networks connected to the
service, through password mining or any other means; (h) harass or interfere with
another user's use and enjoyment of the Product; or (i) to otherwise misuse or abuse
any system or system resources related to the Product, including without limitations
any storage space, or bandwidth.

Attention: If you believe that certain Data in the Product is in violation of any of the
above, please let us know by sending us a detailed email to the following address:
cr-agent@metacafe.com.

Control of Content and Data. You shall have sole responsibility for the accuracy,
quality, integrity, legality, reliability, appropriateness and copyright of all Data
stored, transmitted, posted, submitted and/or managed by you, and for any use by
you or by any other third party of such Data, including all Data to which you have
granted access to any other third party. For the avoidance of doubt, Metacafe shall
not be responsible or liable for the deletion, correction, destruction, damage, loss or
failure to store such Data nor for any use of such Data by you or by any other third
party.
Without limiting any of the foregoing, you hereby represent and warrant that: (1)
any Data You transmit/ post/ store/ submit and/or otherwise use or manage through
the Product does not and will not infringe on any third party's rights, including
without limitation copyright, patent, trademark, trade secret or other proprietary
rights, rights of publicity or privacy, or moral rights; and that (2) the Data does not
and will not violate any law, statute, ordinance or regulation; and that (3) the Data is
not and will not be defamatory or trade libelous(4) the Data is not and will not
contain software viruses or other harmful or deleterious computer code, files or
programs such as trojan horses, worms, time bombs, cancelbots.

License to Metacafe for submitted Content. By transmitting and/or submitting

any Data through or in connection with the Product you automatically grant to
Metacafe a royalty-free, perpetual, irrevocable, sub-licensable, assignable, non-
exclusive right and license to use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, redistribute, transmit, perform and display
such Data (in whole or part) worldwide and/or to incorporate it in other works in any
form, media, or technology now known or later developed; and to allow third parties
to use, reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, redistribute, transmit, perform and display such Data (in whole or part)
worldwide and/or to incorporate it in other works in any form, media, or technology
now known or later developed.

Measures and Enforcement. Your failure to comply with any of the provisions
mentioned under the User Conduct section or any other provision of this Agreement,
automatically nullifies any obligation Metacafe may have to contact you or provide
you with any notice required by this Agreement or by law. You hereby agree, that if
Metacafe believes, in its own discretion, that you directly may be connected with
such activities, Metacafe may be required to disclose such a conduct and the
suspected infringing user's Data and/or Information to the proper authorities.
Without limiting the foregoing, Metacafe reserves its right to terminate any account
and/or remove any Data from the Product if (a) it is brought to Metacafe’s attention
that you and /or the Data may be in breach of any of your obligations,
representations, or warranties hereunder, (b) Metacafe is advised of a court order
requiring removal of the Data or (c) any third-party claims are made relating to the
Data.
Metacafe has no obligation to monitor the Data or any user's use of the Product
thereof. However, Metacafe reserves the right at all times to use various
technological and other measures (such as: client-server procedures), and you
hereby agree to Metacafe's use of such measures, in order to monitor, review, retain
and/or disclose any Data and related information as necessary to satisfy any
applicable law, regulation, legal process or governmental request, or in order to
respond to Product or technical problems or as stated in this Agreement. The
Metacafe client utilizes the Akamai P2P distribution solution. By agreeing to these
terms and conditions, you are also agreeing to the Akamai terms and conditions,
available here: http://www.akamai.com/eula. Please read the Akamai terms and
conditions carefully.

You agree to indemnify Metacafe and hold it harmless from any claim or demand,
including reasonable attorney’s fees, made by any third party due to or arising from
Data you submit or post to or through the Product and/or any violation of any
obligation hereunder.

Infringement of Copyright (and other Intellectual Property Rights) Policy.

Metacafe is committed to protecting the rights of copyright (and other Intellectual

Property Rights) holders and seeks to comply with all applicable laws and regulations
regarding the protection of intellectual property. It is our policy to respond to
notices of alleged infringement that comply with the Digital Millennium Copyright Act
(the text of which can inter alia be found at the U.S. Copyright Office website:
http://lcweb.loc.gov/copyright/).

If you believe that your work has been copied in a way that constitutes copyright
infringement, or your intellectual property rights have been otherwise violated,
please provide Metacafe's Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on

behalf of the owner of the copyright or other intellectual property
interest;

2. a description of the copyrighted work or other intellectual property

that you claim has been infringed;

3. a description of where the material that you claim is infringing is

located on or through the Product (or any related service);

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright or intellectual property owner,
its agent, or the law;
 6. a statement by you, made under penalty of perjury, that the above
information in your aforementioned notice is accurate and that you are
the copyright or intellectual property owner or authorized to act on the
copyright or intellectual property owner's behalf.

We suggest that you first contact an attorney if you are not sure whether certain
material of yours is protected by copyright or other form of intellectual property
right.

Metacafe's Agent for Notice of claims of copyright or other intellectual

property infringement can be reached by either of the following means:
By mail:

Metacafe Inc.
537 Hamilton Avenue
Palo Alto, CA 94301

By email: CR-agent@metacafe.com

Third Parties’ Content. While the Product enables you to store/ transmit/ post/
submit and/or manage and allow access to third parties' content from a computer
with an Internet connection, Metacafe does not control such third parties' Data (e.g.
content, files and information) that may be transmitted/ stored/ posted/ submitted
and/or managed through the use of the Product. All such Data is entirely the
responsibility of the person from whom such Data originated. Metacafe does not
endorse the content of any such third parties' information or data or the Data stored,
accessed through the use of the Product, and does not warrant or guarantee that
such information or Data is free of errors or viruses. Metacafe shall not be
responsible for the accuracy, completeness, legality, legitimacy or any other aspect
of the Data stored/ posted/ transmitted/ submitted through the use of the Product,
nor to the right to store/ post/ transmit and/or submit such Data through the use of
the Product. The use of any third parties' content, information or Data is at your sole
responsibility and Metacafe explicitly disclaims any responsibility to the use or
misuse of any such content.

Amendment of Product. The Product, associated services, functions, and any

features, provided by Metacafe may change from time to time. Metacafe reserves the
right to amend, discontinue and/or terminate and/or limit and/or disable and/or
cancel any Product and/or Service provided by Metacafe or any part thereof at its
sole discretion and without notice to you. Metacafe reserves the right to discontinue
the release and support of any version of the Product or to revise the Product so it
provides different features, features in different combinations, and/or different
environment configurations.

Proprietary Rights. Metacafe, and/or Metacafe's licensors, retain sole and exclusive
ownership of all rights, title and interests in the Product and all intellectual property
rights relating thereto, including without limitation issued patents and pending patent
applications with respect to the Product and the technology related thereto. Without
derogating from the license granted above, title and related rights in the content
stored/ transmitted/ posted/ submitted and/or managed through the Product are the
property of the applicable content owner and may be protected by applicable law.
This section shall survive termination and expiration of this Agreement and shall
remain in full force and effect thereafter.

Disclaimer of Warranty and Liability

WITHOUT LIMITING ANY OF THE FOREGOING, METACAFE EXPRESSLY DISCLAIMS
ANY WARRANTY WITH RESPECT TO THE CONTENT AND/OR DATA TRANSMITTED
/STORED /POSTED /SUBMITTED AND/OR MANAGED AND/OR SENT BY YOU OR ANY
THIRD PARTY THROUGH THE PRODUCT, AND TO THE OPERERATION OF THE
PRODUCT, INCLUDING ANY EFFECT SUCH OPERATION MAY HAVE ON THIRD
PARTIES PRODUCTS OR SERVICES. THE PRODUCT AND ANY AND ALL DATA ARE
PROVIDED "AS-IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT.
YOU HEREBY ACKNOWLEDGE THAT SOME FUNCTIONS OF THE PRODUCT MAY NOT
BE FULLY FUNCTIONAL, OR MAY NOT FUNCTION AT ALL, DUE TO YOUR PERSONAL
COMPUTER SYSTEM CONFIGURATION OR MAY BE DISABLED OR FORBIDDEN FOR
USE DUE TO LEGAL REQUIREMENTS APPLICABLE IN AND/OR TO YOUR
JURISDICTION.
THE ENTIRE RISK ARISING OUT OF SUCH USE OR PERFORMANCE OF THE PRODUCT,
OR ANY DATA IS BORNE BY YOU. THIS PODUCT AND/OR ANY DATA ARE NOT FAULT
TOLERANT AND SHOULD NOT BE USED IN ANY ENVIRONMENT WHICH REQUIRES
THIS. YOU HEREBY EXPRESSLY AGREE NOT TO USE OR RELY ON THE PRODUCT FOR
ANY APPLICATIONS THAT MAY RESULT IN ANY DAMAGE IF FAILED OR ANY OTHER
MISSION CRITICAL APPLICATIONS, OR FOR HANDLING SENSITIVE, PRIVATE, OR
CONFIDENTIAL INFORMATION OF ANY SORT. THE SECURITY MECHANISMS
IMPLEMENTED BY THE PRODUCT HAVE INHERENT LIMITATIONS, AND YOU MUST
DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS.
METACAFE DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS
PERFORMED BY THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE OR THAT ANY INFORMATION, DATA, COMPUTER PROGRAM, CONTENT,
ADVERTISEMENT AND OTHER MATERIALS RECEIVED ON OR THROUGH THE
PRODUCT WILL BE FREE OF ANY VIRUSES, WORMS, TROJAN HORSES OR ANY
OTHER DESTRUCTIVE PROPERTIES, AND WILL NOT CONTAIN ANY OBJECTIONABLE
MATERIALS OR DEEMED OBJECTIONABLE BY SOME INDIVIDUALS.
YOU HEREBY AGREE TO COMPLY WITH ALL RELEVANT EXPORT LAWS AND
REGULATIONS, AND TO ENSURE THAT THE PRODUCT IS NOT EXPORTED, USED,
PURCHASED IN VIOLATION OF SUCH APPLICABLE LAWS.
THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT
UNDER THIS DISCLAIMER.

Limitation of Liability
IN NO EVENT WILL METACAFE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY
INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF
PROFITS AND SAVINGS AND THE LIKE), OR ANY OTHER DAMAGES ARISING OUT OF
THE UNAVAILABILITY, USE, RELIANCE ON, INABILITY TO UTILIZE OR IMPROPER
USE OF THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR
OTHERWISE.
WITHOUT LIMITING THE FOREGOING, THE SOLE REMEDY FOR ANY LIABILITY OF
METACAFE FOR ANY DIRECT DAMAGES SHALL BE THE RENEWAL / REPLACEMENT OF
THE PRODUCT.

Privacy of Children
Metacafe's Products or services are not directed to children under the age of 13 and
do not permit registration by, and will not knowingly enable such use, or collect or
use personally identifiable Information from, anyone under 13 years of age. This
requirement is clearly posted during the registration process. Without limiting the
foregoing, in any case a child under the age of 13 had installed and used the
Product, such Product should be immediately uninstalled, and/or any use of the
Product should immediately be ceased.
Miscellaneous
(a) This Agreement constitutes the entire agreement between the parties concerning
the subject matter hereof. (b) Except to the extent applicable law, if any, provides
otherwise, this Agreement shall be governed by the laws of the State of New York
without giving effect to any principles of conflicts of laws thereof, and the eligible
courts of New York shall have exclusive jurisdiction over all disputes between the
parties; This Agreement will not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, the application of which is expressly
excluded. (c) If any part of this Agreement is found void and unenforceable, it will
not affect the validity of the balance of the Agreement, which shall remain valid and
enforceable according to its terms.

Date: May 05, 2008