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Upromise TurboSaver^™ End User License Agreement

Thank you for using the Upromise TurboSaver^™, a savings tool. BY DOWNLOADING, INSTALLING OR USING THIS SOFTWARE, INCLUDING ANY THIRD PARTY SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BETWEEN YOU AND UPROMISE, INC. THE TERM "SOFTWARE", AS USED IN THIS AGREEMENT, ALSO INCLUDES ANY UPGRADES TO THE SOFTWARE THAT MAY BE MADE FROM TIME TO TIME.

1. License and Intellectual Property.

Under this Agreement, we grant you a limited, personal, non-transferable, non-exclusive license, without the right to sublicense, (the "License") to install and use one copy of the current version of the Software, free of charge. Your use of the Software must be for non-commercial purposes and you must be 18 years of age or over.

You agree that the Software is licensed and not sold to you, and that the Software is owned by us, our affiliates, suppliers or licensors, including all intellectual property rights in the Software including, without limitation, all patents, copyrights, trademarks, trade secrets or other proprietary rights.

To the maximum extent permitted by applicable law, you may not modify, translate, reverse engineer, decompile or otherwise disassemble the Software in any way. You may not create derivatives of the Software, and you agree not to attempt, or allow others to attempt, to reverse engineer or modify the Software. Any modifications, enhancements and derivative works of the Software shall remain our sole and exclusive property. You further agree not to access or attempt to access the Software by any means other than the interface we provide to you.

When installed on your computer, the Software periodically communicates with our or our supplier's servers. We may update the Software on your computer when a new version is released or when new features are added. These updates occur automatically. Notwithstanding the above, we have no obligation to make available to you any subsequent versions or new features of the Software.

You agree not to remove or alter our or any third party's trademark, logo, copyright or other proprietary notice, legend, symbol or label in the Software.

2. Your Obligations.

You represent and warrant that you are the owner of the computer onto which you have downloaded and installed the Software, or the owner of the computer has authorized you to do so. You agree not to use the Software to conduct any business or activity or solicit the performance of any illegal activity. You agree to abide by United States copyright law and all other applicable laws of the United States and other nations and by any applicable international treaties in connection with the Software.

3. Disclaimer of Warranty.

YOU UNDERSTAND AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK. NONE OF US, OUR AFFILATES, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR THE SOFTWARE, INCLUDING ANY LIABILITY FOR NEGLIGENCE. WE PROVIDE THE SOFTWARE ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. WE MAKE NO WARRANTY THAT (i) THE SOFTWARE IS ACCURATE AND ERROR-FREE; (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE RELIABLE; OR (iii) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOUR DOWNLOAD OR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

4. Termination.

You understand we may, in our sole discretion, modify, discontinue or suspend your right to access the Software at any time. If we do, we may, in our sole discretion, uninstall the Software from your computer. You may terminate this Agreement at any time by uninstalling the Software using the Windows Add/Remove Program functions and destroying all copies of the Software in your possession or control. The License will terminate automatically if you fail to comply with the limitations and obligations described herein. On termination, you must destroy all whole and partial copies of the Software. Sections 3, 4, 5, 7 and 8 of this Agreement will survive termination.

5. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL WE, OUR EMPLOYEES, DISTRIBUTORS, SUPPLIERS, ADVERTISERS, DIRECTORS, STOCKHOLDERS OR AGENTS COLLECTIVELY "PROTECTED PARTIES") BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF WE OR ANY PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

6. Export Controls.

The software includes cryptographic elements that may be subject to export controls including the U.S. Export Administration Act. The Software or any underlying technology may not be exported or re-exported to any country, person, foreign entity or any "foreign person" to the extent such export is prohibited under applicable United States laws and regulations or any other applicable laws and regulations. By downloading, installing or using the Software, you are acknowledging and agreeing to these limitations on your right to export or re-export the Software, and are also representing and warranting that you are not on any applicable government's list of export-precluded parties or otherwise ineligible to receive software containing cryptography that is subject to applicable export controls.

7. Governing Law.

We provide the Software from offices in the Commonwealth of Massachusetts, USA. The laws of the Commonwealth of Massachusetts will govern this Agreement without giving effect to the principles of conflict of law.

8. Arbitration.

Any claim or controversy arising out of or related to this Agreement or the Software, shall be settled by binding arbitration in accordance with the then-current rules of the American Arbitration Association. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party, except that the foregoing shall not preclude us from seeking any injunctive relief for protection of our intellectual property rights.

9. Support.

Because you are using the Software free of charge under the terms of this Agreement, we do not provide support or telephone assistance with respect to the Software.

10. General.

This Agreement, as modified from time to time as described above, sets forth the entire understanding and agreement between you and Licensor with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. Licensor shall not be liable for any delay or failure in performance under this Agreement or interruption of service resulting from acts of God, civil or military authority, war, labor disputes, materials provided by third parties, or any cause beyond the reasonable control of Licensor. You may not assign this Agreement, or any rights or obligations hereunder, without our prior, written consent.

Copyright © 2009 Upromise, Inc.

Effective Date: October 9, 2008