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Terms of Use Agreement	Atomz Search Software License and Services Agreement (the "Agreement") This Agreement is between you ("Customer") and Atomz. For convenience, Atomz will refer to (i) the Atomz Search software, including any information, documentation, modifications and updates thereto, as the "Software"; (ii) any Software search services or results, including, but not limited to, any advertising results or services and other features, products or services Customer may receive from Atomz pursuant to this Agreement as the "Search Services"; and (iii) the Software and Search Services collectively as the "Atomz Search Service." The terms and conditions of this Agreement, including the Atomz Privacy Policy located on Atomz's website (http://www.atomz.com/privacy/), which is incorporated herein by reference, will govern Customer's use of the Atomz Search Service. Some features of the Atomz Search Service are provided to Customer by authorized, third-party licensors or business partners of Atomz (each, a "Business Partner"). In its sole discretion, Atomz may make such Business Partner features available to Customer as long as they are made available to Atomz by its Business Partners. Atomz has no obligation to Customer to make such features available to Customer during the term, nor does Atomz have any liability to Customer should Atomz, without notice to Customer, cease making such features available to Customer. Atomz reserves the right in its sole discretion to modify or discontinue the Atomz Search Service, or to modify this Agreement or the terms and conditions of Customer's use of or access to the Atomz Search Service, without notice. All modified terms and conditions will be effective ten (10) days after they are initially posted on the Atomz website. If any modification is not acceptable to Customer, Customer's only recourse is to cease using the Atomz website and the Atomz Search Service. By continuing to use the Atomz website or the Atomz Search Service following any posting of a new Agreement or policies on the Atomz website, Customer accepts and agrees to be bound by the new Agreement or policies. 1. LICENSE 1.1 Software License & Access to Search Services. Subject to Customer's compliance with the terms and conditions of this Agreement, Atomz grants to Customer a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Software in object code only: (a) solely for the purpose of generating search results and displaying the Search Services on Customer's website in accordance with the specific limitations set forth herein and for no other purposes; and (b) solely for one (1) commercial Atomz Search Service account or for an unlimited number of non-commercial or non-profit Atomz Search Service accounts. Examples of non-commercial accounts include sports clubs, user groups, reading circles or family or friends websites; examples of non-profit accounts include organizations that would qualify for tax-exempt status as '501(c)(3) organizations. Atomz reserves all rights and licenses in and to the Atomz Search Service not expressly granted to Customer herein. The Atomz Search Service shall be hosted and served and the Software shall be executed solely by a server under the direct supervision and control of Atomz or a third-party contractor authorized by Atomz to do so. Customer shall not receive a copy of the Software, shall not have access to any Software or Search Services protocols or administrative consoles (including, but not limited to, any Business Partner administrative console) not expressly provided by Atomz to Customer hereunder and shall not have any other rights to the Atomz Search Service other than those expressly granted under this Agreement. Customer shall comply with any implementation and technical requirements for using the Atomz Search Service, including, without limitation, any requirements for sending, receiving and displaying any Search Services, as described in any accompanying documentation or instructions (the "Documentation") which are incorporated herein by reference. Customer acknowledges and agrees that Atomz and/or its Business Partners may (via test queries or otherwise) review Customer's access to and use of the Atomz Search Service at any time to verify Customer's compliance with the terms and conditions of this Agreement. 1.2 Limitation on Use. Customer represents and warrants that the Atomz Search Service will not be used, accessed or displayed on any websites that contain, encourage, promote or engage in: (a) pornographic or adult content material or sites with links to pornographic or adult content sites; (b) illegal activity, sites encouraging racism or sites providing instructions or discussions about performing illegal activities; (c) gambling (including, without limitation, online casinos, sports books and bingo or links thereto); (d) the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (e) libelous or harassing activities; or (f) any activities similar thereto. 1.3 Restrictions. Customer acknowledges and agrees that the Atomz Search Service constitutes or contains trade secrets of Atomz and its Business Partners. Accordingly, Customer agrees not to: (a) sublicense, transfer, assign, distribute or otherwise convey the Software to any third party; (b) modify, edit, filter or create derivative works of the Atomz Search Service (including, without limitation, reordering or altering of the search or advertising results provided); (c) reverse engineer, disassemble, decompile, reduce the Software to human-readable form or otherwise attempt to determine the source code associated with the Software or any Search Service; (d) use or copy the Atomz Search Service except as expressly authorized under this Agreement; (e) attempt to access any software hosted and served by Atomz, its Business Partners or its authorized third-party contractors except for the Atomz Search Service; (f) directly or indirectly access, display or use the Atomz Search Service through or from any toolbar, client-side application, plug-in, helper, component or other executable code that runs on Customer's computer (including, but not limited to, software applications that provide instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services); (g) access or use the Atomz Search Service in pop-up, pop-under, exit windows, expanding buttons or animation; (h) "crawl," "spider," index or in any non-transitory manner store or cache information obtained from use or access to the Software; (i) create or attempt to create substitute or similar services or products through use of or access to the Atomz Search Service or proprietary information related thereto; (j) defeat or circumvent, or attempt to defeat or circumvent, any technological restrictions imposed by the Atomz Search Service; or (k) engage in actions that, in Atomz' and/or its Business Partners' sole discretion, are explicitly intended to disparage or devalue Atomz or its Business Partners. 2. OWNERSHIP. The Software is licensed, not sold. Except for the limited use rights expressly set forth herein, Customer acknowledges and agrees that Atomz and/or its Business Partners own all rights, title and interest in and to the Atomz Search Service, including, without limitation, all intellectual property rights and goodwill therein. Customer will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings (including logos and brand features of Atomz and/or its Business Partners) appearing on or with the Atomz Search Service as accessed, integrated, displayed or used by Customer. No license, right or interest in any trademarks, trade names or service marks of Atomz and/or its Business Partners is granted under this Agreement. Customer agrees that it will not use any logos, brand features or other attributions of Atomz and/or its Business Partners except as expressly permitted by this Agreement or in any accompanying documentation or instructions (which are incorporated herein by reference) provided to Customer with the Atomz Search Service. Customer hereby irrevocably conveys, assigns and transfers to Atomz all rights, title and interest Customer may have in the Atomz Search Service or the marks of Atomz and/or its Business Partners. Atomz acknowledges that Customer and/or its licensors own all intellectual property rights in the Customer website and Customer's trademarks, service marks and logos, including all components and any associated documentation. 3. TERM & TERMINATION 3.1 Term. This Agreement shall commence when Customer clicks on the "Accept" button and shall remain in effect until terminated in accordance with this Section 3. 3.2 Termination. Customer may terminate this Agreement at any time by ceasing to access, display or use the Atomz Search Service. If Atomz becomes aware that Customer has ceased to access, display or use the Atomz Search Service for a period of two (2) months or longer, Atomz may automatically terminate Customer's account without any further notice to Customer. Atomz may terminate this Agreement at any time upon two (2) days' written notice to Customer. Atomz may terminate this Agreement immediately without notice if Customer fails to comply with any provision of this Agreement. 3.3 Rights and Obligations Upon Termination. The obligations of Atomz and Customer in Sections 2 (Ownership), 3 (Term & Termination), 5.3 (Promotional Rights), 6 (Confidentiality), 7 (Disclaimer), 8 (Customer Indemnification), 9 (Limitation of Liability) and 11 (Miscellaneous) shall survive termination of this Agreement. Upon termination this Agreement, all licenses or rights granted to Customer hereunder shall immediately terminate and Customer shall make no further use, access or display of the Atomz Search Service. 4. SUPPORT SERVICES, INTEGRATION & REPORTS 4.1 Support Services. Atomz may provide technical support for the Software through online help at the Atomz website. 4.2 No Integration Assistance. Atomz shall provide online documentation to Customer that can be used by Customer to integrate the Atomz Search Service into the Customer website. At Customer's request, Atomz may provide technical support to Customer to assist in such integration at Atomz's then-current hourly rate. 4.3 Reports. Although Atomz may provide Customer with reports relating to Customer's use of the Atomz Search Service, Atomz has no obligation to provide Customer such reports. Customer acknowledges and agrees that Business Partners shall have no reporting obligations to Customer regarding any Business Partner feature or Search Services provided to Customer with the Atomz Search Service. 5. CUSTOMER OBLIGATIONS 5.1 Customer Information. Customer represents and warrants to Atomz that all information Customer will provide or has provided to Atomz during the registration process that Customer followed in order to access the Atomz website and begin any installation, use or display of the Atomz Search Service and anytime thereafter during the term of the Agreement (including, but not limited to, proper email, user agent and IP address information) is accurate and complete. 5.2 Access to Web Pages. Customer shall provide Atomz access to any and all Customer Data as required by Atomz or its authorized third-party contractors to host, serve and provide the Atomz Search Service to Customer. "Customer Data" means the logical and physical organization and structure of the data and associated files relating to web pages of the Customer websites. Except as otherwise provided herein and in the Atomz Privacy Policy, Atomz will not use Customer Data for any purpose other than as necessary to archive and back-up such data or otherwise perform its obligations herein. 5.3 Promotional Rights. Customer hereby grants to Atomz a non-exclusive, worldwide, royalty-free license to use and display Customer's trademarks and service marks on the Atomz website and any Atomz customer newsletter stating that Customer is using Atomz products and/or services. Subject to approval from Customer, which shall not be unreasonably withheld or delayed, Atomz may issue a press release stating that Customer is a user of Atomz products. 5.4 Data Transmission Security. Customer acknowledges that Atomz has neither responsibility for nor control of the communications lines used to access the Atomz Search Service because such lines are provided by a third-party public utility, and that the security of transmissions to and from the Atomz Search Service is not the responsibility of Atomz and Atomz disclaims any and all liability relating thereto. 6. CONFIDENTIALITY 6.1 Definition. By virtue of this Agreement, one party may have access to information that is confidential to the other party (and, in the case of Atomz, Atomz's Business Partners) ("Confidential Information"). Confidential Information shall include but not be limited to Atomz Search Service performance and operation, third-party confidential information provided with the Atomz Search Service, algorithms, formulas, methods, know-how, processes, designs, new products, developmental work, prospective customer names, the terms under this Agreement, Customer IP addresses and account information and Customer Data, and all information clearly identified in writing at the time of disclosure as confidential or information which by its nature should be deemed confidential. 6.2 Exceptions. A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no wrongful act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by one party without reference to the other party's Confidential Information. 6.3 Use and Nondisclosure. The parties agree to hold each other's Confidential Information in confidence. The party receiving the other party's Confidential Information will use the same degree of care, but no less than a reasonable degree of care, as such receiving party uses with respect to the protection of its own information of a similar nature. The parties agree to use the other party's Confidential Information solely to the extent necessary (in the case of Atomz and its Business Partners) to provide and (in the case of Customer) to access, display or use the Atomz Search Service. Each party agrees not to use the other party's Confidential Information in violation of this Agreement and agrees not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than as required by this Agreement. Each party agrees that it may only disclose the other party's Confidential Information to its employees and licensors (and, in the case of Atomz, its Business Partners) solely for the purpose of providing and/or using the Atomz Search Service and solely on a "need-to-know" basis, provided that such disclosing party shall ensure that all such entities and personnel comply with confidentiality obligations at least as protective as those described herein. A party may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided, that the party will promptly notify the disclosing party of such request and cooperate with the disclosing party in its efforts to contest such request, requirement or order or to obtain confidential treatment of such Confidential Information. Each party 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. 7. DISCLAIMER. THE ATOMZ SEARCH SERVICE IS PROVIDED "AS-IS" AND ATOMZ AND/OR ITS BUSINESS PARTNERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ATOMZ SEARCH SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND QUIET ENJOYMENT, OR WARRANTIES OR CONDITIONS ARISING FROM COURSE OF CONDUCT, USAGE OF TRADE OR DEALING. 8 CUSTOMER INDEMNIFICATION. Customer shall, at its own expense, defend, indemnify and hold Atomz and its Business Partners, affiliates, officers, directors, employees, agents, licensors and contractors harmless from: (a) any breach of Customer's obligations under this Agreement or use of the Atomz Search Service in any manner not authorized by the Documentation or this Agreement or in breach of the Agreement; and/or (b) any claim or suit brought against Atomz by a third party based upon a claim that any part of the Customer website infringes any intellectual property right, or that Customer misappropriated any trade secret of any other entity in connection therewith, including any losses, damages or expenses (including, without limitation, reasonable attorneys' fees) arising from or incurred in connection with any such claim or suit. 9 LIMITATION OF LIABILITY. IN NO EVENT SHALL ATOMZ AND/OR ITS BUSINESS PARTNERS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF THE ATOMZ SEARCH SERVICE OR ANY COMPONENT OR SUBPART THEREOF, BUSINESS INTERRUPTION, COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH ANY: (A) BREACH BY CUSTOMER OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN THIS AGREEMENT; OR (B) THE USE, DISPLAY, ACCESS OR PERFORMANCE OF THE ATOMZ SEARCH SERVICE, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER OR NOT ANY LIMITED REMEDY FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY). IN NO EVENT SHALL ATOMZ'S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO CUSTOMER, OR ANY OTHER THIRD PARTY, EXCEED THE AMOUNT ACTUALLY PAID TO ATOMZ BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE CLAIM OR ACTION GIVING RISE TO THE LIABILITY, REGARDLESS OF THE FORM OF CLAIM OR ACTION. THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY EXCLUSIVE OR LIMITED REMEDY. 10. INJUNCTIVE RELIEF. The Atomz Search Service contains valuable trade secrets of Atomz and its Business Partners, and any material breach of this Agreement (including, without limitation, a breach of Sections 1 or 6) will cause Atomz irreparable injuries for which there are no adequate remedies at law. Therefore, in the event of any such breach, Atomz shall be entitled to obtain equitable relief without having to prove the amount of monetary damages or that no adequate remedy at law exists, in addition to any other rights or remedies provided by this Agreement or otherwise available at law or in equity. 11. MISCELLANEOUS 11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of its conflicts of law rules or principles, as though entered into between California residents and to be performed entirely within the State of California, and both Customer and Atomz consent to jurisdiction and venue in the state and federal courts sitting in the State of California and in particular, within San Diego, California. The United Nations Convention on Contracts for the International Sale of Goods will not apply. 11.2 Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of Customer and Atomz (including Atomz's Business Partners) and is not intended to benefit any other third party. Notwithstanding the foregoing, Customer agrees and acknowledges that Atomz has designated certain Business Partners (including, but not limited to, Google, Inc.) as third-party beneficiaries to this Agreement, who shall have rights and remedies under this Agreement, including the right to enforce the terms of this Agreement and bring any action on account of its breach, whether in contract, tort or otherwise. 11.3 Assignment. Customer may not assign or transfer this Agreement or any rights hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Atomz. Atomz may assign this Agreement or any rights hereunder without Customer's consent. Any attempt by Customer to assign this Agreement in breach of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 11.4 Export. Customer agrees to comply fully with all relevant export laws and regulations of the United States and other countries ("Export Laws") to ensure that neither the Atomz Search Service, nor any direct product thereof or technical data related thereto: (a) are exported or re-exported directly or indirectly in violation of Export Laws; or (b) are intended to be used for any purposes prohibited by the Export Laws. 11.5 Government Legend. If Customer is acquiring the Atomz Search Service on behalf of any unit or agency of the United States Government, the following provisions apply. The Software constitutes a "commercial item," as that term is defined at Federal Acquisition Regulation (FAR) 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in FAR 12.212 (Sept. 1995), and is provided to the U.S. Government only as commercial software (with "Restricted Rights," if applicable). Any use, duplication or disclosure of the Software by the U.S. government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. 11.6 General. This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to such subject matter. Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership or a joint venture between the parties. If any provision of this Agreement, or portion thereof, is found to be void or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. All notices required or permitted under this Agreement will be in writing and delivered by email, confirmed facsimile transmission, by courier or overnight delivery service or by certified mail, and in each instance will be deemed given upon receipt. All communications to Atomz will be sent to the following address: Atomz, 1111 Bayhill Drive, Suite 285, San Bruno, CA, 94066 (http://www.atomz.com/support/); to Customer shall be to Customer's address provided during registration; or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party. Any questions relating to the Atomz website or regarding the Atomz Software License & Services Agreement may be directed to http://www.atomz.com/support/. 12. TERMS APPLICABLE TO CUSTOMERS WHO PAY TO USE THE ATOMZ SEARCH SERVICE WITHOUT ADVERTISEMENTS. Notwithstanding anything to the contrary elsewhere in this Agreement, the following terms and conditions shall apply to your use of the Atomz Search Service if you pay for the Atomz Search Service in accordance with the terms and conditions of this Section 12: 12.1 Term of Paid Atomz Search Service. Any Customer who desires to use the Atomz Search Service without advertisements (the "Paid Atomz Search Service") must pay for such service annually in advance using a valid credit card as set forth in Section 12.3 below. Upon Atomz's confirmation of receipt of the annual fee specified in Section 12.2 below, Customer shall have the right to use the Paid Atomz Search Service for a one year term from the date Atomz's receives confirmation of payment of the applicable annual fee. Unless either party gives the other party written notice of its intent to terminate Customer's right to use the Paid Atomz Search Service at least thirty (30) days prior to the beginning of any renewal term (with each such renewal beginning on the anniversary of the date on which Customer first subscribed for the Paid Atomz Search Service), Customer's right to use the Paid Atomz Search Service will automatically renew for successive one year terms upon Atomz's receipt of confirmation of the applicable annual fee. Notwithstanding the foregoing, Atomz reserves the right in its sole discretion to modify or discontinue the Paid Atomz Search Service, or to modify the terms of this Section 12 or the terms and conditions of Customer's use of or access to the Paid Atomz Search Service, without notice. 12.2 Fees for Paid Atomz Search Service. The annual fee for the Paid Atomz Search Service is based on the number of pages included in the Customer's account(s) as set forth below: Number of Pages Annual Fee 0 - 5,000 $80.00 5,001 - 10,000 $150.00 10,001 - 20,000 $250.00 No refunds shall be paid to Customer if Customer terminates its use of the Paid Atomz Search Service during the initial term or any renewal term. 12.3 Method of Payment. Customer acknowledges that all payments with respect to the Paid Atomz Search Service shall be charged to the credit card provided by Customer to Atomz. Customer acknowledges and agrees that Atomz shall have the right to charge renewal fees for use of the Paid Atomz Search Service to the credit card maintained in Atomz's database at the time such fees become due and payable. Customer shall have no right to dispute the validity of a renewal term or a renewal payment unless Customer provided written notice of non-renewal to Atomz in accordance with Section 12.1 above at least thirty (30) days prior to the beginning of any annual renewal term. Atomz has no obligation to provide a refund or honor a chargeback request if Customer has failed to provide such advance written notice to Atomz. 12.4 Failure to Pay Fees. If Atomz does not receive the annual fee (either for the initial term or any subsequent renewal term), Atomz shall have the right to terminate Customer's use of the Paid Atomz Search Service and to convert Customer's account(s) to the regular advertisement-based Atomz Search Service without providing notice to Customer. 12.5 Third Party Payment Processors. Atomz uses third-party electronic payment processors and financial institutions ("Payment Processors") to process payments with respect to Customer's use of the Paid Atomz Search Service. Customer agrees to be bound by the terms and conditions of use of each applicable Payment Processor, and in the event of a conflict between this Agreement and the Payment Processors' terms and conditions, then this Agreement shall prevail. Customer agrees that Atomz is not liable for any loss caused by any unauthorized use of Customer's credit card or other method of payment by a third party in connection with Customer's use of the Paid Atomz Search Service, except as a result of the gross negligence of Atomz or its employees.

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Atomz Search Software License and Services Agreement (the "Agreement")

This Agreement is between you ("Customer") and Atomz. For convenience, Atomz will refer to (i) the Atomz Search software, including any information, documentation, modifications and updates thereto, as the "Software"; (ii) any Software search services or results, including, but not limited to, any advertising results or services and other features, products or services Customer may receive from Atomz pursuant to this Agreement as the "Search Services"; and (iii) the Software and Search Services collectively as the "Atomz Search Service." The terms and conditions of this Agreement, including the Atomz Privacy Policy located on Atomz's website (http://www.atomz.com/privacy/), which is incorporated herein by reference, will govern Customer's use of the Atomz Search Service.

Some features of the Atomz Search Service are provided to Customer by authorized, third-party licensors or business partners of Atomz (each, a "Business Partner"). In its sole discretion, Atomz may make such Business Partner features available to Customer as long as they are made available to Atomz by its Business Partners. Atomz has no obligation to Customer to make such features available to Customer during the term, nor does Atomz have any liability to Customer should Atomz, without notice to Customer, cease making such features available to Customer.

Atomz reserves the right in its sole discretion to modify or discontinue the Atomz Search Service, or to modify this Agreement or the terms and conditions of Customer's use of or access to the Atomz Search Service, without notice. All modified terms and conditions will be effective ten (10) days after they are initially posted on the Atomz website. If any modification is not acceptable to Customer, Customer's only recourse is to cease using the Atomz website and the Atomz Search Service. By continuing to use the Atomz website or the Atomz Search Service following any posting of a new Agreement or policies on the Atomz website, Customer accepts and agrees to be bound by the new Agreement or policies.
1. LICENSE

1.1 Software License & Access to Search Services.
Subject to Customer's compliance with the terms and conditions of this Agreement, Atomz grants to Customer a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Software in object code only: (a) solely for the purpose of generating search results and displaying the Search Services on Customer's website in accordance with the specific limitations set forth herein and for no other purposes; and (b) solely for one (1) commercial Atomz Search Service account or for an unlimited number of non-commercial or non-profit Atomz Search Service accounts. Examples of non-commercial accounts include sports clubs, user groups, reading circles or family or friends websites; examples of non-profit accounts include organizations that would qualify for tax-exempt status as '501(c)(3) organizations. Atomz reserves all rights and licenses in and to the Atomz Search Service not expressly granted to Customer herein. The Atomz Search Service shall be hosted and served and the Software shall be executed solely by a server under the direct supervision and control of Atomz or a third-party contractor authorized by Atomz to do so. Customer shall not receive a copy of the Software, shall not have access to any Software or Search Services protocols or administrative consoles (including, but not limited to, any Business Partner administrative console) not expressly provided by Atomz to Customer hereunder and shall not have any other rights to the Atomz Search Service other than those expressly granted under this Agreement. Customer shall comply with any implementation and technical requirements for using the Atomz Search Service, including, without limitation, any requirements for sending, receiving and displaying any Search Services, as described in any accompanying documentation or instructions (the "Documentation") which are incorporated herein by reference. Customer acknowledges and agrees that Atomz and/or its Business Partners may (via test queries or otherwise) review Customer's access to and use of the Atomz Search Service at any time to verify Customer's compliance with the terms and conditions of this Agreement.

1.2 Limitation on Use.
Customer represents and warrants that the Atomz Search Service will not be used, accessed or displayed on any websites that contain, encourage, promote or engage in: (a) pornographic or adult content material or sites with links to pornographic or adult content sites; (b) illegal activity, sites encouraging racism or sites providing instructions or discussions about performing illegal activities; (c) gambling (including, without limitation, online casinos, sports books and bingo or links thereto); (d) the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (e) libelous or harassing activities; or (f) any activities similar thereto.

1.3 Restrictions.
Customer acknowledges and agrees that the Atomz Search Service constitutes or contains trade secrets of Atomz and its Business Partners. Accordingly, Customer agrees not to: (a) sublicense, transfer, assign, distribute or otherwise convey the Software to any third party; (b) modify, edit, filter or create derivative works of the Atomz Search Service (including, without limitation, reordering or altering of the search or advertising results provided); (c) reverse engineer, disassemble, decompile, reduce the Software to human-readable form or otherwise attempt to determine the source code associated with the Software or any Search Service; (d) use or copy the Atomz Search Service except as expressly authorized under this Agreement; (e) attempt to access any software hosted and served by Atomz, its Business Partners or its authorized third-party contractors except for the Atomz Search Service; (f) directly or indirectly access, display or use the Atomz Search Service through or from any toolbar, client-side application, plug-in, helper, component or other executable code that runs on Customer's computer (including, but not limited to, software applications that provide instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services); (g) access or use the Atomz Search Service in pop-up, pop-under, exit windows, expanding buttons or animation; (h) "crawl," "spider," index or in any non-transitory manner store or cache information obtained from use or access to the Software; (i) create or attempt to create substitute or similar services or products through use of or access to the Atomz Search Service or proprietary information related thereto; (j) defeat or circumvent, or attempt to defeat or circumvent, any technological restrictions imposed by the Atomz Search Service; or (k) engage in actions that, in Atomz' and/or its Business Partners' sole discretion, are explicitly intended to disparage or devalue Atomz or its Business Partners.
2. OWNERSHIP.

The Software is licensed, not sold. Except for the limited use rights expressly set forth herein, Customer acknowledges and agrees that Atomz and/or its Business Partners own all rights, title and interest in and to the Atomz Search Service, including, without limitation, all intellectual property rights and goodwill therein. Customer will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings (including logos and brand features of Atomz and/or its Business Partners) appearing on or with the Atomz Search Service as accessed, integrated, displayed or used by Customer. No license, right or interest in any trademarks, trade names or service marks of Atomz and/or its Business Partners is granted under this Agreement. Customer agrees that it will not use any logos, brand features or other attributions of Atomz and/or its Business Partners except as expressly permitted by this Agreement or in any accompanying documentation or instructions (which are incorporated herein by reference) provided to Customer with the Atomz Search Service. Customer hereby irrevocably conveys, assigns and transfers to Atomz all rights, title and interest Customer may have in the Atomz Search Service or the marks of Atomz and/or its Business Partners. Atomz acknowledges that Customer and/or its licensors own all intellectual property rights in the Customer website and Customer's trademarks, service marks and logos, including all components and any associated documentation.
3. TERM & TERMINATION

3.1 Term.
This Agreement shall commence when Customer clicks on the "Accept" button and shall remain in effect until terminated in accordance with this Section 3.

3.2 Termination.
Customer may terminate this Agreement at any time by ceasing to access, display or use the Atomz Search Service. If Atomz becomes aware that Customer has ceased to access, display or use the Atomz Search Service for a period of two (2) months or longer, Atomz may automatically terminate Customer's account without any further notice to Customer. Atomz may terminate this Agreement at any time upon two (2) days' written notice to Customer. Atomz may terminate this Agreement immediately without notice if Customer fails to comply with any provision of this Agreement.

3.3 Rights and Obligations Upon Termination.
The obligations of Atomz and Customer in Sections 2 (Ownership), 3 (Term & Termination), 5.3 (Promotional Rights), 6 (Confidentiality), 7 (Disclaimer), 8 (Customer Indemnification), 9 (Limitation of Liability) and 11 (Miscellaneous) shall survive termination of this Agreement. Upon termination this Agreement, all licenses or rights granted to Customer hereunder shall immediately terminate and Customer shall make no further use, access or display of the Atomz Search Service.
4. SUPPORT SERVICES, INTEGRATION & REPORTS

4.1 Support Services.
Atomz may provide technical support for the Software through online help at the Atomz website.

4.2 No Integration Assistance.
Atomz shall provide online documentation to Customer that can be used by Customer to integrate the Atomz Search Service into the Customer website. At Customer's request, Atomz may provide technical support to Customer to assist in such integration at Atomz's then-current hourly rate.

4.3 Reports.
Although Atomz may provide Customer with reports relating to Customer's use of the Atomz Search Service, Atomz has no obligation to provide Customer such reports. Customer acknowledges and agrees that Business Partners shall have no reporting obligations to Customer regarding any Business Partner feature or Search Services provided to Customer with the Atomz Search Service.
5. CUSTOMER OBLIGATIONS

5.1 Customer Information.
Customer represents and warrants to Atomz that all information Customer will provide or has provided to Atomz during the registration process that Customer followed in order to access the Atomz website and begin any installation, use or display of the Atomz Search Service and anytime thereafter during the term of the Agreement (including, but not limited to, proper email, user agent and IP address information) is accurate and complete.

5.2 Access to Web Pages.
Customer shall provide Atomz access to any and all Customer Data as required by Atomz or its authorized third-party contractors to host, serve and provide the Atomz Search Service to Customer. "Customer Data" means the logical and physical organization and structure of the data and associated files relating to web pages of the Customer websites. Except as otherwise provided herein and in the Atomz Privacy Policy, Atomz will not use Customer Data for any purpose other than as necessary to archive and back-up such data or otherwise perform its obligations herein.

5.3 Promotional Rights.
Customer hereby grants to Atomz a non-exclusive, worldwide, royalty-free license to use and display Customer's trademarks and service marks on the Atomz website and any Atomz customer newsletter stating that Customer is using Atomz products and/or services. Subject to approval from Customer, which shall not be unreasonably withheld or delayed, Atomz may issue a press release stating that Customer is a user of Atomz products.

5.4 Data Transmission Security.
Customer acknowledges that Atomz has neither responsibility for nor control of the communications lines used to access the Atomz Search Service because such lines are provided by a third-party public utility, and that the security of transmissions to and from the Atomz Search Service is not the responsibility of Atomz and Atomz disclaims any and all liability relating thereto.
6. CONFIDENTIALITY

6.1 Definition.
By virtue of this Agreement, one party may have access to information that is confidential to the other party (and, in the case of Atomz, Atomz's Business Partners) ("Confidential Information"). Confidential Information shall include but not be limited to Atomz Search Service performance and operation, third-party confidential information provided with the Atomz Search Service, algorithms, formulas, methods, know-how, processes, designs, new products, developmental work, prospective customer names, the terms under this Agreement, Customer IP addresses and account information and Customer Data, and all information clearly identified in writing at the time of disclosure as confidential or information which by its nature should be deemed confidential.

6.2 Exceptions.
A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no wrongful act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by one party without reference to the other party's Confidential Information.

6.3 Use and Nondisclosure.
The parties agree to hold each other's Confidential Information in confidence. The party receiving the other party's Confidential Information will use the same degree of care, but no less than a reasonable degree of care, as such receiving party uses with respect to the protection of its own information of a similar nature. The parties agree to use the other party's Confidential Information solely to the extent necessary (in the case of Atomz and its Business Partners) to provide and (in the case of Customer) to access, display or use the Atomz Search Service. Each party agrees not to use the other party's Confidential Information in violation of this Agreement and agrees not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than as required by this Agreement. Each party agrees that it may only disclose the other party's Confidential Information to its employees and licensors (and, in the case of Atomz, its Business Partners) solely for the purpose of providing and/or using the Atomz Search Service and solely on a "need-to-know" basis, provided that such disclosing party shall ensure that all such entities and personnel comply with confidentiality obligations at least as protective as those described herein. A party may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided, that the party will promptly notify the disclosing party of such request and cooperate with the disclosing party in its efforts to contest such request, requirement or order or to obtain confidential treatment of such Confidential Information. Each party 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.
7. DISCLAIMER.

THE ATOMZ SEARCH SERVICE IS PROVIDED "AS-IS" AND ATOMZ AND/OR ITS BUSINESS PARTNERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ATOMZ SEARCH SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND QUIET ENJOYMENT, OR WARRANTIES OR CONDITIONS ARISING FROM COURSE OF CONDUCT, USAGE OF TRADE OR DEALING.
8 CUSTOMER INDEMNIFICATION.

Customer shall, at its own expense, defend, indemnify and hold Atomz and its Business Partners, affiliates, officers, directors, employees, agents, licensors and contractors harmless from: (a) any breach of Customer's obligations under this Agreement or use of the Atomz Search Service in any manner not authorized by the Documentation or this Agreement or in breach of the Agreement; and/or (b) any claim or suit brought against Atomz by a third party based upon a claim that any part of the Customer website infringes any intellectual property right, or that Customer misappropriated any trade secret of any other entity in connection therewith, including any losses, damages or expenses (including, without limitation, reasonable attorneys' fees) arising from or incurred in connection with any such claim or suit.
9 LIMITATION OF LIABILITY.

IN NO EVENT SHALL ATOMZ AND/OR ITS BUSINESS PARTNERS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF THE ATOMZ SEARCH SERVICE OR ANY COMPONENT OR SUBPART THEREOF, BUSINESS INTERRUPTION, COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH ANY: (A) BREACH BY CUSTOMER OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN THIS AGREEMENT; OR (B) THE USE, DISPLAY, ACCESS OR PERFORMANCE OF THE ATOMZ SEARCH SERVICE, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER OR NOT ANY LIMITED REMEDY FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY).

IN NO EVENT SHALL ATOMZ'S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO CUSTOMER, OR ANY OTHER THIRD PARTY, EXCEED THE AMOUNT ACTUALLY PAID TO ATOMZ BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE CLAIM OR ACTION GIVING RISE TO THE LIABILITY, REGARDLESS OF THE FORM OF CLAIM OR ACTION.

THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY EXCLUSIVE OR LIMITED REMEDY.
10. INJUNCTIVE RELIEF.

The Atomz Search Service contains valuable trade secrets of Atomz and its Business Partners, and any material breach of this Agreement (including, without limitation, a breach of Sections 1 or 6) will cause Atomz irreparable injuries for which there are no adequate remedies at law. Therefore, in the event of any such breach, Atomz shall be entitled to obtain equitable relief without having to prove the amount of monetary damages or that no adequate remedy at law exists, in addition to any other rights or remedies provided by this Agreement or otherwise available at law or in equity.
11. MISCELLANEOUS

11.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of its conflicts of law rules or principles, as though entered into between California residents and to be performed entirely within the State of California, and both Customer and Atomz consent to jurisdiction and venue in the state and federal courts sitting in the State of California and in particular, within San Diego, California. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

11.2 Third-Party Beneficiaries.
This Agreement is intended for the sole and exclusive benefit of Customer and Atomz (including Atomz's Business Partners) and is not intended to benefit any other third party. Notwithstanding the foregoing, Customer agrees and acknowledges that Atomz has designated certain Business Partners (including, but not limited to, Google, Inc.) as third-party beneficiaries to this Agreement, who shall have rights and remedies under this Agreement, including the right to enforce the terms of this Agreement and bring any action on account of its breach, whether in contract, tort or otherwise.

11.3 Assignment.
Customer may not assign or transfer this Agreement or any rights hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Atomz. Atomz may assign this Agreement or any rights hereunder without Customer's consent. Any attempt by Customer to assign this Agreement in breach of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

11.4 Export.
Customer agrees to comply fully with all relevant export laws and regulations of the United States and other countries ("Export Laws") to ensure that neither the Atomz Search Service, nor any direct product thereof or technical data related thereto: (a) are exported or re-exported directly or indirectly in violation of Export Laws; or (b) are intended to be used for any purposes prohibited by the Export Laws.

11.5 Government Legend.
If Customer is acquiring the Atomz Search Service on behalf of any unit or agency of the United States Government, the following provisions apply. The Software constitutes a "commercial item," as that term is defined at Federal Acquisition Regulation (FAR) 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in FAR 12.212 (Sept. 1995), and is provided to the U.S. Government only as commercial software (with "Restricted Rights," if applicable). Any use, duplication or disclosure of the Software by the U.S. government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.

11.6 General.
This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to such subject matter. Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership or a joint venture between the parties. If any provision of this Agreement, or portion thereof, is found to be void or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. All notices required or permitted under this Agreement will be in writing and delivered by email, confirmed facsimile transmission, by courier or overnight delivery service or by certified mail, and in each instance will be deemed given upon receipt. All communications to Atomz will be sent to the following address: Atomz, 1111 Bayhill Drive, Suite 285, San Bruno, CA, 94066 (http://www.atomz.com/support/); to Customer shall be to Customer's address provided during registration; or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party. Any questions relating to the Atomz website or regarding the Atomz Software License & Services Agreement may be directed to http://www.atomz.com/support/.

12. TERMS APPLICABLE TO CUSTOMERS WHO PAY TO USE THE ATOMZ SEARCH SERVICE WITHOUT ADVERTISEMENTS.  Notwithstanding anything to the contrary elsewhere in this Agreement, the following terms and conditions shall apply to your use of the Atomz Search Service if you pay for the Atomz Search Service in accordance with the terms and conditions of this Section 12:

12.1 Term of Paid Atomz Search Service.
Any Customer who desires to use the Atomz Search Service without advertisements (the "Paid Atomz Search Service") must pay for such service annually in advance using a valid credit card as set forth in Section 12.3 below.  Upon Atomz's confirmation of receipt of the annual fee specified in Section 12.2 below, Customer shall have the right to use the Paid Atomz Search Service for a one year term from the date Atomz's receives confirmation of payment of the applicable annual fee.  Unless either party gives the other party written notice of its intent to terminate Customer's right to use the Paid Atomz Search Service at least thirty (30) days prior to the beginning of any renewal term (with each such renewal beginning on the anniversary of the date on which Customer first subscribed for the Paid Atomz Search Service), Customer's right to use the Paid Atomz Search Service will automatically renew for successive one year terms upon Atomz's receipt of confirmation of the applicable annual fee.  Notwithstanding the foregoing, Atomz reserves the right in its sole discretion to modify or discontinue the Paid Atomz Search Service, or to modify the terms of this Section 12 or the terms and conditions of Customer's use of or access to the Paid Atomz Search Service, without notice.

12.2 Fees for Paid Atomz Search Service.
The annual fee for the Paid Atomz Search Service is based on the number of pages included in the Customer's account(s) as set forth below:

   Number of Pages          Annual Fee

   0 - 5,000                 $80.00
   5,001 - 10,000            $150.00
   10,001 - 20,000           $250.00

No refunds shall be paid to Customer if Customer terminates its use of the Paid Atomz Search Service during the initial term or any renewal term.

12.3 Method of Payment.
Customer acknowledges that all payments with respect to the Paid Atomz Search Service shall be charged to the credit card provided by Customer to Atomz.  Customer acknowledges and agrees that Atomz shall have the right to charge renewal fees for use of the Paid Atomz Search Service to the credit card maintained in Atomz's database at the time such fees become due and payable.  Customer shall have no right to dispute the validity of a renewal term or a renewal payment unless Customer provided written notice of non-renewal to Atomz in accordance with Section 12.1 above at least thirty (30) days prior to the beginning of any annual renewal term.  Atomz has no obligation to provide a refund or honor a chargeback request if Customer has failed to provide such advance written notice to Atomz.

12.4 Failure to Pay Fees.
If Atomz does not receive the annual fee (either for the initial term or any subsequent renewal term), Atomz shall have the right to terminate Customer's use of the Paid Atomz Search Service and to convert Customer's account(s) to the regular advertisement-based Atomz Search Service without providing notice to Customer.

12.5 Third Party Payment Processors.
Atomz uses third-party electronic payment processors and financial institutions ("Payment Processors") to process payments with respect to Customer's use of the Paid Atomz Search Service.  Customer agrees to be bound by the terms and conditions of use of each applicable Payment Processor, and in the event of a conflict between this Agreement and the Payment Processors' terms and conditions, then this Agreement shall prevail.  Customer agrees that Atomz is not liable for any loss caused by any unauthorized use of Customer's credit card or other method of payment by a third party in connection with Customer's use of the Paid Atomz Search Service, except as a result of the gross negligence of Atomz or its employees.