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TERMS OF USE FOR WIDGETS

(As of June 18, 2009)

This Widget End-User License Agreement ("Agreement") is a legal agreement between you (a single entity) and InsWeb Corporation ("InsWeb") for use of any InsWeb Widgets (as defined below). By copying, downloading or otherwise using the InsWeb Widgets you agree to be bound by the terms of this Agreement. InsWeb may modify the terms of the Agreement at any time with or without notice. If you do not agree to the terms of this Agreement, please do not copy, download or otherwise use the InsWeb Widgets.

The "InsWeb Widgets" are a graphic and text widgets comprised of static elements, such as the InsWeb trademarks, and dynamic elements, which include, but are not limited to, photographs, headlines, rate data and rate data summaries, active links or other source identifiers, and other property or destination specific information or materials. Each InsWeb Widget is licensed as a single unit and its component parts may not be separated for individual use apart from the InsWeb Widget.

As a condition to your downloading and/or using of any InsWeb Widget, you agree as follows:

  1. License
    1. InsWeb grants you a limited, non-transferable, non sub-licensable, personal, royalty-free, non-exclusive license solely to download and display the InsWeb Widgets.
    2. Except as permitted in Section 1.1, you agree not to sell, assign, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the InsWeb Widgets or any part thereof, whether by operation of law or otherwise.
    3. You will not cause, permit or authorize any modification of the InsWeb Widgets, which includes separation into component parts or creation of derivative works.
    4. All right, title, and interest in and to the InsWeb Widgets, including all intellectual property rights therein, shall remain the exclusive property of InsWeb and/or its licensors. You acknowledge and agree that the InsWeb Widgets are licensed, not sold.
  2. Use of InsWeb Widgets
    1. You may not directly or indirectly change, edit, add to or produce summaries of the InsWeb Widgets or any content on the InsWeb website.
    2. You may not alter any links embedded within InsWeb Widgets. You must ensure that any links embedded in InsWeb Widgets are fully functional.
    3. InsWeb has absolute editorial control over all InsWeb Widgets and InsWeb content, which InsWeb may modify, in whole or in part, at any time without prior notice.
    4. YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OTHERWISE COMMERCIALIZE THE INSWEB WIDGETS OR INSWEB CONTENT IN ANY WAY.
  3. Representations and Warranties
    1. You represent and warrant to InsWeb that: (i) you have full power and authority to enter into this Agreement; and (ii) the execution of this Agreement, and performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or violate any rights of any third parties arising therefrom; and (iii) you will comply with all local, state and federal laws, ordinances, regulations and orders with respect to your performance under this Agreement.
    2. You shall not, and shall not allow or authorize any third party to, use or display InsWeb Widgets on any website that, in InsWeb’s sole opinion, falls into any one or more of the following categories: (i) sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief; (ii) sites that promote, encourage or facilitate violence, disruptive behavior, terrorism or illegal activity, including activities that risk national security; (iii) sites that are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or which promote or make available otherwise objectionable content; (iv) sites that disparage or in any manner tarnish or diminish the image or reputation of InsWeb or its affiliates; or (v) sites that are competitive with InsWeb.
    3. You shall not, and shall not allow or authorize any third party to, remove, deface, obscure, or alter InsWeb’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the InsWeb Widget or any other content, materials and documentation provided hereunder.
  4. Trademark
    InsWeb’s name, logo and certain other trademarks, trade names and service marks of InsWeb are registered and/or common law trademarks of InsWeb Corporation in the U.S. and/or other countries. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by InsWeb.
  5. No Endorsement
    You may not directly or indirectly suggest any endorsement or approval by InsWeb of your site or any non-InsWeb entity, product or content or any views expressed within your site or service.
  6. Indemnification
    You agree to defend and indemnify InsWeb, its subsidiaries and corporate affiliates and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of your: (i) breach of this Agreement or any documents referenced herein, if any; (ii) violation of any law or the rights of a third party; or (iii) use of the InsWeb Widgets.
  7. Disclaimer and Limitation of Liability
    1. InsWeb Widgets are made available by InsWeb on an "as is" and "as available" basis and InsWeb disclaims all implied warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular use, non-infringement, quality, compatibility, and accuracy regarding any InsWeb Widget, the InsWeb website and any content thereon.
    2. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL INSWEB BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ANY OF THE INSWEB WIDGETS, THE INSWEB WEBSITE, AND ANY AND ALL CONTENT ON, OWNED, LICENSED, OR DISPLAYED BY INSWEB ON THE INSWEB WEBSITE, OR ANY VIRUS OR OTHER CONTAMINATION OR ANY USE OR UNAVAILABILITY OF THE INSWEB WIDGETS, INSWEB WEBSITE OR ANY CONTENT THEREON, EVEN IF INSWEB AND/OR ITS AFFILIATES AND /OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  8. Termination
    1. You may terminate this Agreement and the license granted herein at any time by removing all copies of the InsWeb Widget from your Site, all hard drives, networks and other storage media.
    2. InsWeb may restrict, suspend or terminate any of the InsWeb Widgets, the Agreement, the license granted herein or your access to any InsWeb Widget or InsWeb website at any time with or without reason. You agree to remove all copies of any InsWeb Widget in use upon receiving notice of termination from InsWeb.
    3. Sections 1, 3, 6, 7 and 9 will survive any cancellation or termination of this Agreement.
  9. General
    1. This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.
    2. If either party employs or utilizes attorneys (including in-house counsel) to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of California, and the parties’ further consent to exclusive jurisdiction and venue in the state and federal courts sitting in Sacramento County, California. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Any failure or delay by InsWeb in exercising its rights under any provisions of this Agreement shall not be construed as a waiver of those rights at any time now or in the future.