ShopSnips, Ltd. d/b/a Commerce Sciences (“we” or “us”) offers a toolbar application (the “Personal Bar”) which provides additional functionality to the end users of third party internet websites (a “Website”). These Terms and Conditions (“Terms”) govern your use or download of the Personal Bar and your access and use of the Personal Bar and associated tools and features (the “Services”). “You” means any individual or entity that uses or downloads the Personal Bar or Services.

Please read these Terms carefully. You must accept these Terms prior to using or downloading the Personal Bar and Services. By downloading or using the Personal Bar or any Services, you signify your assent to these Terms. If you do not accept these Terms, do not download or use the Personal Bar or any Services.

1. License. Subject to the terms and conditions hereof, we grant you a non-exclusive, non-transferable, revocable license to use the Personal Bar, including any documentation files (“Documentation”) and any upgrades, modified versions or updates of the Personal Bar which may be provided to you. We may provide you with a free version of the Personal Bar and provide additional free functionality in the future, yet we reserve the right to make available additional premium functionality and content subject to added charges, which we will detail to you in a separate communication. We may change what constitutes premium content from time to time, in our sole discretion. In addition, We may begin charging for the Personal Bar or the Services by providing you with reasonable advance notice. We make no warranties regarding the Personal Bar or the availability thereof, and we may choose to modify the Personal Bar (including uploading new versions, changing functionality or modifying the look and feel of the Personal Bar) or cease provision thereof at any time, in our sole discretion.

2. Customization. We provide you with the tools to customize certain aspects of the Personal Bar in accordance with your needs, including by inserting labeling, trademarks and third party applications (“Your Content”), all as permitted by us.

3. Representations and Warranties. You represent that all of Your Content and any Website on which the Personal Bar will be installed or used does not (a) infringe any third party intellectual property or moral rights, including without limitation any rights regarding patents, copyrights, trademarks, databases or trade secrets; (b) contain any defamatory, libelous, racist, obscene or otherwise offensive content; (c) violate any law, regulation or rule; or (d) contain any virus, worm, adware, spyware or otherwise malicious software. In addition, you represent and warrant that the display of the Personal Bar on your website as implemented by us will not breach any other contracts or agreements you may have with other parties. You will fully indemnify us for any violation of this Section.

4. Account. To use the Personal Bar, you must create an account. We reserve the right to refuse to allow you to open an account for any reason, or to limit the number of accounts you can establish. All information provided in creating an account must be truthful and accurate. We may, for any reason in our sole discretion, terminate or suspend your account. Grounds for such termination may include (i) extended periods of inactivity; (ii) violation of the letter or spirit of these Terms; (iii) fraudulent or illegal behavior; or (iv) behavior that is harmful to other users, third parties, or our business interests.

5. Privacy. You acknowledge and understand that the Personal Bar collects information and data from end users of Website, including data regarding usage of Website. All data recorded is anonymous (i.e., non-personal) information about end users. We shall have the right to use all such data for our commercial purposes and for improving the services we provide as well as sharing such data with our partners.

6. Website; Infringement. Your Website will include terms and conditions as per industry standards. These terms and conditions will include provisions which satisfy the requirements for exempting “Online Service Providers” from liability under the Digital Millennium Copyright Act of 1998. You will comply with all such provisions and all other provisions of the Digital Millennium Copyright Act as necessary to exempt us from liability for copyright infringement for content posted by You or by users on your Website. You will immediately forward to us all notices received pursuant to the Digital Millennium Copyright Act which relate to the Personal Bar or the content included therein.

7. Intellectual Property. You have no ownership rights in the Personal Bar or Services. Ownership of the Personal Bar, Documentation and all intellectual property rights therein and thereto shall remain at all times with us or our licensors. All rights not expressly granted to you herein are reserved by us. You may not remove or obscure any proprietary notice of ours or our licensors from any copy of the Personal Bar, Services or Documentation, or any component thereof.

8. Restrictions. You shall maintain all copyright and other proprietary notices contained in the Personal Bar or Services, including all commercial logos. Except as set forth expressly herein or as expressly permitted via our customization functionality, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the Personal Bar or Services; (b) circumvent, disable, or otherwise interfere with security-related features of the Personal Bar or Services; (c) modify the Personal Bar or Services, or insert any code or product, or in any other way manipulate the Personal Bar or Services; or (d) modify, reproduce, sell, lease, rent, create derivative works from, publish by hard copy or electronic means, disseminate, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Personal Bar or Services except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.

9. Usage Restrictions. In making use of the Personal Bar or Services, you shall not, directly or indirectly, (a) violate the legal rights of others, including defaming, abusing, stalking or threatening users or infringe our or any third party’s intellectual property rights, moral rights, or other rights; (b) commit any action that does not comply with all applicable laws, rules, or regulations; (c) use or access another user’s account or password without permission or under false pretenses; (d) transfer content that contains, or contains links to, defamatory, libelous, obscene, racist, pornographic or otherwise offensive or illegal material; or (e) transfer any virus, worm, Trojan horse, or other harmful or disruptive component.

10. Confidentiality. You may receive certain information related to our technology or business that we consider to be confidential and proprietary (“Confidential Information”). You hereby agree to keep such information confidential during and after the termination of these Terms and not use except for purposes of using the Personal Bar or Services on your Website or in performance of your obligations under these Terms. Confidential Information shall not include information (i) already lawfully known to or independently developed by you without access to our Confidential Information, as shown by documentary evidence (ii) disclosed in published materials, (iii) generally known to the public, (iv) lawfully obtained from any third party without restrictions, or (v) required to be disclosed by law.

11. Indemnification. You will defend and indemnify us (and our affiliates, employees, officers, directors, partners and agents) from and against any and all third party allegations asserted in any claim, action, lawsuit, investigation or proceeding, whether actual or alleged, arising out of or related in any way to (i) a breach by you of these Terms; (ii) your use of the Personal Bar or Services in a manner that may violate any third party intellectual property, moral or contractual rights; or (iii) your use of the Personal Bar in violation of any law, regulation or court order or (iv) any claims resulting from the Website not presenting a privacy policy in which end users consent to the provision and use of data as set forth herein.

12. No Warranty. THE PERSONAL BAR, SERVICES AND DOCUMENTATION ARE PROVIDED “AS-IS”. WE EXPRESSLY DISCLAIM ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE PERSONAL BAR) AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

13. Limitation of Liability. WE SHALL NOT HAVE ANY LIABILITY ARISING OUT OF THE LICENSE, SUPPLY OR USE OF THE PERSONAL BAR OR SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE IN EXCESS OF THE LIMITATIONS SPECIFIED HEREIN. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES), INCLUDING ARISING OUT OF THE SUPPLY, SALE OR USE OF THE PERSONAL BAR, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, IN EXCESS OF AMOUNTS WE HAVE ACTUALLY RECEIVED FROM YOU IN RESPECT OF YOUR USE OF THE PERSONAL BAR IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM.

14. Termination. Either party may terminate these Terms at any time. Upon termination, you must immediately cease all use of the Personal Bar, Services and Documentation. Sections ‎3 (Representations and Warranties), 5 (Privacy), 7 (Intellectual Property), 8 (Restrictions), ‎9 (Usage Restrictions), 10 (Confidentiality), 11 (Indemnification), 12 (No Warranty), 13 (Limitation of Liability) and this Section 14 shall survive the termination or expiration of this Agreement for any reason.

15. Updates. We may update these Terms at any time, and any update to these Terms will be posted online at commercesciences.com/terms and shall be effective immediately as of such posting, including with regard to any Personal Bar that you are using prior to any modification. We will make reasonable commercial efforts to inform you of any changes to these Terms, but any changes or modifications hereto shall remain in effect notwithstanding our failure to do so. It is your responsibility to check the Terms for any updates.

16. Publicity. We shall have the right to include a reference to you, your logo and Website on our website, marketing literature, labeling and in our promotional materials, and may issue press releases regarding your use of the Personal Bar. You may not include any references to us or our logo, or issue any press releases regarding the use of the Personal Bar, without our express written approval. Either party may re-publish information contained in a previously approved press release, including on a party's website and in marketing materials.

17. Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. We may assign our rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be deemed invalid or unenforceable, such term shall be interpreted to give maximum effect to its provisions, and any such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of California, and the competent courts in the Northern District of California shall have exclusive jurisdiction to hear any disputes arising hereunder.

Last Updated: May 23rd, 2012