Important — please read the terms of this software license agreement (“StumbleUpon Toolbar License”) carefully. By clicking on the “I Agree” button or by downloading or installing or using the Toolbar (as defined below), (1) you acknowledge that you agree to be bound by this Toolbar License, and (2) you represent that you have the authority to enter into this Toolbar License. If you do not agree to all terms and conditions of this Toolbar License you should click on the “Cancel” button to discontinue the download or stop the installation of the Toolbar (as the case may be), or should discontinue any use of the Toolbar.
This Toolbar License is a legal agreement between you, the end user (“End User” or “you“) and StumbleUpon, Inc., located at 660 4th street, #247. San Francisco, CA, 94107, (“StumbleUpon“, “us” or “we“), for the license of the StumbleUpon toolbar for the Microsoft Internet Explorer web-browser, which includes computer software and electronic documentation (the “Toolbar“).
- TOOLBAR LICENSE. StumbleUpon grants you a non-transferable, non-exclusive, non-sublicensable, royalty-free and fully paid, worldwide right and license to reproduce (solely to install and execute) the Toolbar on one of your computers, in executable object code format only, for your personal, non-commercial use only, subject to the terms and conditions of this Toolbar License. You are permitted to download the Toolbar multiple times in order to install the Toolbar on multiple computers, provided that you agree to the terms and conditions of this Toolbar License each time you download the Toolbar.
- RESTRICTIONS. You may not modify, make derivative works of, copy, reproduce, publish, or reverse engineer the Toolbar, except in the case of reverse engineering, only to the extent required by applicable law. You may not license, sell, transfer, distribute, rent, lease or otherwise transfer or exploit rights to the Toolbar. You may not use the Toolbar in any manner that could damage, disable, overburden or impair the StumbleUpon website (“Website“), nor may you use the Toolbar in any manner that could interfere with any other party’s use and enjoyment of the Website. You agree that you will use the Toolbar for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. Your right to use the Toolbar will terminate immediately if you violate any provision of this Toolbar License. Upon termination, you may no longer use the Toolbar.
- INTELLECTUAL PROPERTY. The Toolbar is licensed, not sold. You acknowledge that StumbleUpon and its licensors and content and service providers (“StumbleUpon Licensors“) own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Toolbar, portions thereof, or software provided through or in conjunction with the Toolbar. “Intellectual Property Rights” means all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law and all other proprietary rights, and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You also agree not to remove, obscure, or alter StumbleUpon’s copyright notice, trademarks or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Toolbar. All rights not expressly granted to you are reserved by StumbleUpon or its suppliers.
- DISCLAIMER OF WARRANTIES. StumbleUpon and the StumbleUpon Licensors disclaim any responsibility for harm resulting from your use of the Toolbar. The Toolbar is provided “as is,” with no warranties whatsoever. StumbleUpon and the StumbleUpon Licensors expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and noninfringement of proprietary rights. StumbleUpon and the StumbleUpon Licensors disclaim any warranties regarding the security, reliability, timeliness and performance of the Toolbar. You understand and agree that you download and use the Toolbar 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 Toolbar. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
- BASIS OF BARGAIN. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between StumbleUpon and you. We would not be able to provide the Toolbar on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of our suppliers.
- LIMITATION OF LIABILITY. Under no circumstances shall StumbleUpon or the StumbleUpon Licensors be liable to any user on account of that user’s use or misuse of the Toolbar. Such limitation of liability shall apply to prevent recovery of indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise (even if StumbleUpon or the StumbleUpon Licensors 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 Toolbar, from the performance or misperformance of the Toolbar, from inability to use the Toolbar, or from the interruption, suspension or termination of the Toolbar (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, so the above limitations and exclusions may not apply to you. StumbleUpon’s aggregate cumulative liability under this Toolbar License shall not exceed the amounts paid by you for the Toolbar (if any).
- INDEMNIFICATION. You agree to indemnify and hold harmless StumbleUpon, the StumbleUpon licensors and their subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any liability, cost, expense, or claim or demand made by any third party, due to or arising directly or indirectly out of your conduct or in connection with your use of the Toolbar or its features, any alleged violation of this Toolbar License, or any alleged violation of any applicable law or regulation. StumbleUpon and the StumbleUpon licensors reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
- TERM AND TERMINATION. This Toolbar License and the licenses granted hereunder are effective on the date you accept the terms of this Toolbar License or use the Toolbar and shall continue until terminated by either party pursuant to this section. We may terminate this Toolbar License at any time, with or without cause. You may terminate this Toolbar License at any time, with or without cause by (1) uninstalling the Toolbar by visiting http://www.stumbleupon.com/faq.html#uninstall, and (ii) requesting the termination of your StumbleUpon account by visiting http://www.stumbleupon.com/faq.html#deleteaccount. Upon expiration or termination, the license granted hereunder shall terminate and you shall immediately delete and destroy any copies of the Toolbar in your possession, but the terms of this Toolbar License which are intended to survive termination will remain in effect.
- SOFTWARE AND POLICY UPDATES. This Toolbar License may be amended by StumbleUpon from time to time. If we make material changes to the Toolbar License, we will send you notice of the changes by sending a message to you at your StumbleUpon InBox accessible through your StumbleUpon account. You agree that such amended Toolbar License will be effective 30 days after the notice is sent to you, and your continued access to the Website or use of the Toolbar after that time shall constitute your acceptance of the amended Toolbar License. StumbleUpon may automatically update or modify the Toolbar from time to time at its discretion. You may not be able to use the Website or other services offered on the Website if you do not have the latest version of or updates for the Toolbar installed.
- EXPORT LAWS. You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Toolbar or underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the software to any prohibited country, person, end-user or entity specified by US Export Laws.
- RESOLUTION OF DISPUTES.If a dispute arises between you and StumbleUpon, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and StumbleUpon agree that we will resolve any claim or controversy at law or equity that arises out of this Toolbar License or our services (a “Claim”) in accordance with one of the paragraphs below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the “Comments or Questions” help page http://www.stumbleupon.com/feedback.php. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.Law and Forum for Disputes – This Toolbar License shall be governed in all respects by the laws of the State of California without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. You agree that any claim or dispute you may have against StumbleUpon must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.Arbitration Option – For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- IMPROPERLY FILED CLAIMS. All claims must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, StumbleUpon may recover attorneys’ fees and costs up to $1000, provided that StumbleUpon has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Questions Or Additional Information. If you have questions regarding this Toolbar License, or wish to obtain additional information, please send an e-mail to privacy AT stumbleupon.com.