TRUSTe Data License Agreement

By clicking "I Agree" you are entering into this Data License Agreement (the "Agreement") between True Ultimate Standards Everywhere, Inc. (a California corporation) ("TRUSTe") and you ("Client") with respect to your use of TRUSTe standardized Privacy Policy clauses ("Data"). This Agreement shall be effective on the Effective Date.

NOW, THEREFORE, the Parties hereto for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:

1. Description of Data

The Data delivered under this Agreement shall consist of an annually updated set of privacy practice disclosures ("Data") as further described in Exhibit A.

2. Grant of License

Subject to the terms and conditions of this Agreement, TRUSTe agrees to grant Client a non-exclusive license (the "License") to:

1. (a) use the Data for lawful purposes.
2. (b) copy the Data into a machine-readable or printed form only as necessary to use it in accordance with this Agreement.
3. (c) comply with all applicable laws and regulations governing the use of the Data.
4. (d) enable Client users reasonable access to the Data.

3. Use Restrictions/Protection of Proprietary Rights

3.1Client acknowledges that TRUSTe retain all right, title, and interest in the Data. Client may not transfer, lease, or assign the Data except as specifically allowed herein.

3.2Except as allowed herein, Client agrees to not distribute the Data obtained under this Agreement or any copy thereof to any other party without the express prior written consent of TRUSTe.

3.3Client agrees to take all reasonable steps to protect against unauthorized access to, use, and bulk disclosure of the Data obtained under this agreement.

3.4Client may not refer to TRUSTe in any way in exercising its rights under this Agreement.

3.5Client may not engage is data collection, use, or disclosure practices inconsistent with the Data. Violation of this Section 3.5 is a material breach of the Agreement which shall cause this Agreement to terminate immediately with no refund.

4. Fee

4.1Client shall pay the initial and ongoing fees as required by this Agreement. During the Term hereof, Participant may apply to participate in other Programs, or expand the services for an existing Program. Unless otherwise agreed to by the Parties, additional fees will be applicable, per TRUSTe's then current fee structure, for any such expansion of services or addition of a Program. Except as otherwise expressly provided in this Agreement, all fees are non-refundable.

5. Confidentiality

5.1Definition. In the course of performing duties under this Agreement, each party may obtain Confidential Information (as defined below) from the other party. The party disclosing Confidential Information is the "Disclosing Party" and the party receiving Confidential Information is the "Receiving Party." "Confidential Information" means any and all technical and non-technical proprietary information provided by the Disclosing Party to the Receiving Party, whether disclosed orally or in writing, and includes all information regarding (a) the terms of this Agreement, and (b) any information regarding the Products not disclosed in marketing materials. "Confidential Information" does not include information or data that the Receiving Party can show by credible evidence: (i) was in the public domain at the time it was communicated to Receiving Party; (ii) entered the public domain subsequent to the time it was communicated to Receiving Party through no fault of Receiving Party; (iii) was in Receiving Party's possession not in violation of any obligation of confidentiality at the time it was communicated to Receiving Party; (iv) was disclosed to Receiving Party not in any violation of any obligation of confidentiality; or (v) was independently developed by employees or agents of Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

5.2Restrictions on Use and Disclosure. The Receiving Party agrees to hold the Confidential Information of the Disclosing Party in confidence, using the same degree (but no less than a reasonable degree) of care and protection that it uses to protect its own proprietary information, both during and after the Term of this Agreement. The Receiving Party agrees not to use the Confidential Information for any purpose other than as necessary to fulfill its obligations or exercise its rights under this Agreement and agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Notwithstanding anything contained herein to the contrary, the Receiving Party may disclose Confidential Information pursuant to an order of a court of competent jurisdiction or as otherwise required by applicable law. Under such circumstances the Receiving Party will, if reasonably possible under the circumstance of such disclosure, provide the Disclosing Party with advance notice of such disclosure in order to afford the Disclosing Party an opportunity to take legal action to prevent or limit the scope of such disclosure, and will cooperate with the Disclosing Party in connection therewith.

6. Limited Warranty and Disclaimer

6.1Subject to the terms and conditions of this Agreement, TRUSTe warrants that where the Data is used for the purposes for which it is designed, and in accordance with user instructions, Client's purposes as stated in Exhibit A and TRUSTe's instructions provided to Customer from time to time, that it will perform in compliance with Section 1, above; provided, however, that this is a limited warranty only, and will not apply to any error caused by any event, circumstance or development outside of TRUSTe's reasonable control. TRUSTe disclaims all other warranties or conditions, either express or Implied, including but not limited to, warranties or conditions of merchantability, or fitness for a particular purpose.

6.2The preceding warranty will not apply if: (i) the Data is not used in accordance with this Agreement; (ii) the Data or any part thereof has been modified by any entity other than Client without the express written consent of TRUSTe; or (iii) a inaccuracy in the Data has been caused by any of Client's business activities which are inconsistent with the Data.

6.3CLIENT'S SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF THE ABOVE WARRANTY SHALL BE LIMITED TO THE REFUND ANY PRE-PAID BUT UNUSED FEE AMOUNTS. LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE DATA WILL BE ERROR-FREE. TRUSTE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.4CLIENT REPERESENTS AND WARRANTS THAT USE OF TRUSTE'S DATA DOES NOT CONSTITUTE COMPLIANCE WITH ANY APPLICABLE LAW, STATUTE, ORDINACE, OR REGULATION. CLIENT SHALL HAVE A CONTINUING OBLIGATION TO COMPLY WITH ALL APPLICABLE LAWS RELATING TO DATA COLLECTION, USE, AND DISCLOSURE.

7. Limitation of Liability

Regardless of the basis of recovery claimed, whether under contract, negligence, strict liability or other theory, TRUSTe's aggregate liability with respect to any and all subject matter of the Agreement or any attachment or order placed under its terms will be limited to (A) indemnification payments referred to in Section 9 below, and (B) the amount of any other direct damages or loss up to the amount of any pre-paid unused fees paid by Client for the Data giving rise to the liability. TRUSTE SHALL NOT BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; ANY MATTER BEYOND ITS REASONABLE CONTROL; AND ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF TRUSTE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES THAT THE LIMITATION OF THIS SECTION 7 AND OF SECTION 6 ABOVE ARE ESSENTIAL ELEMENTS OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE PRICES AND TERMS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

8. Indemnification

8.1TRUSTe shall defend and hold Client harmless from any claim by a third party that the Data infringes any trademark or copyright of that third party, provided: (i) TRUSTe is promptly notified of the claim; (ii) TRUSTe receives reasonable cooperation from Client necessary to perform TRUSTe's obligations hereunder; and (iii) TRUSTe has sole control over the defense and all negotiations for a settlement or compromise. The foregoing obligation of TRUSTe does not apply with respect to Data or portions or components thereof: (i) not supplied by TRUSTe; (ii) used in a manner not expressly authorized by this Agreement (iii) made in accordance with Client's specifications; (iv) modified by Client, if the alleged infringement relates to such modification; (v) combined with other products (hardware or software), processes or materials where the alleged infringement would not exist but for such combination; or (vi) where Client continues the allegedly infringing activity after being notified thereof and provided modifications that would have avoided the alleged infringement.

8.2In the event the Data is held by a court of competent jurisdiction to constitute an infringement, TRUSTe shall undertake the following: (i) procure for Client the right to continue use of the Data; (ii) modify the Data so that its use becomes non-infringing; (iii) substitute the Data with data which is substantially similar in functionality and performance.

8.3Client will defend, indemnify and hold TRUSTe and its officers, directors, employees, agents, subsidiaries and affiliates harmless from and against any and all damages arising out of or relating to third party claims based on Client's actual or alleged: (i) gross negligent acts or omissions, willful misconduct or fraud in connection with this Agreement; and/or (ii) violation of any statute, law, ordinance or regulation. Client will further defend, indemnify and hold TRUSTe and its officers, directors, employees, agents, subsidiaries and affiliates harmless from and against any and all Damages arising out of or relating to Client's use of the TRUSTe Mark(s) other than in accordance with this Agreement.

9. Term and Termination

9.1The initial and renewal terms of this Agreement shall be annually from the Effective Date of this Agreement.

9.2Termination for Convenience. Either party may terminate this agreement anytime after the initial term by providing the other party with 30 days advance written notice. There shall be no refund of any pre-paid but unused fees.

9.3Any obligations to pay fees incurred under Section 4 prior to termination and the provisions of Sections 2, 3, 5, 8, and 9 shall survive termination of the Agreement for any reason. The Confidentiality provisions of Section 6 shall survive for a period of 3 years after termination of the Agreement.

9.4Upon termination of this Agreement, Client shall cease using the Data immediately.

10. General

This Agreement is the entire agreement between Client and TRUSTe relating to Data Service and supersedes all prior, contemporaneous, or other oral or written communications, proposals, and representations with respect to its subject matter. No modification to this Agreement is binding unless in writing and signed by a duly authorized representative of each party. The waiver or failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of this Agreement is held invalid, all other provisions shall remain valid unless such validity would frustrate the purpose of this Agreement, and this Agreement shall be enforced to the full extent allowable under applicable law. Neither party may assign, except to a successor, its rights, duties or obligations under this Agreement without the prior written consent of the other party and any attempt to do so shall be void and of no effect. All provisions of license grant, proprietary rights, and indemnification shall survive termination or expiration of this Agreement. This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts of law provisions thereof.

IN WITNESS WHEREOF, TRUSTe and Client have duly executed this Agreement intending to be bound thereby.