June 18, 2007

This Kiwee Toolbar is a browser and instant messaging Toolbar offered on Kiwee.com, which is owned and operated by AG Interactive, Inc. Before taking advantage of the many useful features offered here, please take a minute to ensure that you understand the terms and conditions of our relationship by reading this important information.

As a condition to installing and using the Kiwee Toolbar you must agree to this End User License Agreement (the \"Agreement\"), as well as all other policies and guidelines incorporated by reference in this Agreement. By installing the Kiwee Toolbar and clicking the \"I ACCEPT THE TERMS IN THE LICENSE AGREEMENT\" option included below, you agree to be legally bound by this Agreement and the Kiwee.com Privacy Policy (http://www.kiwee.com/warrants.pd). If you do not agree with any of these terms, please do not install the Kiwee Toolbar.

AG Interactive reserves the right to update or change this Agreement at any time and for any reason, without notice. By continuing to use the Kiwee Toolbar, you agree to be bound by any such revisions and should therefore periodically visit and print the latest version of the Agreement for your records. The latest version of the Agreement can be found at: http://www.kiwee.com/eula.pd. For your information, the date of the last update to this Agreement is stated at the top of this page.

1. AGREEMENT TO CONTRACT ELECTRONICALLY:
By clicking the \"I ACCEPT THE TERMS IN THE LICENSE AGREEMENT\" option below and installing the Kiwee Toolbar, you agree to contract electronically with AG Interactive. You also agree that this Agreement has the same legal force and effect as a written contract with your written signature and satisfies any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you shall not challenge the validity, enforceability, or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records. In addition, you acknowledge that you have had the opportunity to print this Agreement. Visit http://www.kiwee.com/eula.pd for a printable version.

2. END USER LICENSE AGREEMENT:
2.1 License Grant.
Subject to the terms and conditions of this Agreement, AG Interactive and its parents and subsidiary companies (collectively referred to as \"AG Interactive\", \"we\", \"us\" or \"our\") grant you a non-exclusive, revocable, limited right and license to copy, use and download the Kiwee Toolbar solely for non-commercial purposes and on a computer under your personal full control (e.g., laptop or personal computer). Members of your household may also use your copy of the Kiwee Toolbar under the terms specified in this Agreement. You agree that any copy of the Kiwee Toolbar that you make will retain all copyright and any other proprietary notices contained in the Kiwee Toolbar.

2.2 License Prohibitions.
You may not rent, sell, lease, sublicense, distribute, assign, copy, or in any way transfer the Kiwee Toolbar or use any portion of the Kiwee Toolbar for the benefit of any third party through any outsourcing or time-sharing arrangement or through the operation of any Kiwee Toolbar bureau. You may not modify, reverse-engineer, decompile, disassemble, or otherwise discover the source code of the Kiwee Toolbar, or attempt to do so for any reason. Further, you may not access, create or modify our source code in any way. You do not have the right to and may not create derivative works of the Kiwee Toolbar. All modifications or enhancements to the Kiwee Toolbar are the sole property of AG Interactive. Framing of the Kiwee Toolbar or posting the Kiwee Toolbar on other web sites is strictly prohibited. AG Interactive, in its sole discretion, may modify, discontinue, or suspend your right to download or use the Kiwee Toolbar at any time.

2.3 License Restrictions.
You may not use the Kiwee Toolbar to: (i) perform any activity which is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable; (ii) engage in commercial activities including, but not limited to, sending annotated commercial e-mail as defined in the U.S. Federal Can Spam Act, offering for sale any part of the Kiwee Toolbar, soliciting for advertisers or sponsors or selling, licensing or granting public access to the Kiwee Toolbar (iii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) interfere with or disrupt the Kiwee Toolbar or servers or networks connected to the Kiwee Toolbar, or disobey any requirements, procedures, policies or regulations of networks connected to the Kiwee Toolbar; or (v)violate any applicable local, state, national or international laws.

2.4 You agree that, by installing the Kiwee Toolbar, AG Interactive will modify your default search provider settings, and process misspelled words and incorrect URLs entered into the web search function. You may modify your search provider settings manually at any time, but may lose Kiwee Toolbar functionality as a result.

3. MODIFICATIONS:
AG Interactive may discontinue, add to, modify, upgrade, or replace all aspects of the Kiwee Toolbar in our sole discretion and without notice. In particular, we reserve the right in our sole discretion to modify, supplement, delete, discontinue, or remove any software, file, publications, information, communication, or other content appearing on or transmitted through the Kiwee Toolbar.

4. MONITORING:
AG Interactive does not retain the content of any use of the Kiwee Toolbar. However, AG Interactive reserves the right at all times to monitor, review, retain, or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request or to cooperate with law enforcement and other authorities in investigating a claim of illegal activity. AG Interactive may use IP addresses to identify a user when we feel it is necessary to enforce compliance with this Agreement or to protect our Kiwee Toolbar users, or others.

5. INTELLECTUAL PROPERTY:
All of the content on the Kiwee Toolbar, including, but not limited to, any text, graphics, logos, button icons, images, pictures, audio clips, code, and software (collectively the \"Content\"), is the property of AG Interactive, our partners, or content providers and is protected by United States copyright laws. All trademarks, trade names, brand names, Kiwee Toolbar marks, company names, logos, domain names, whether registered or unregistered (collectively the \"Trademarks\"), included on the Kiwee Toolbar are the property of AG Interactive or their respective owners. All patents issued to and patent applications filed by us are the property of AG Interactive and are protected by United States patent laws. Any use of Content, copyrighted material, Trademarks and patentable assets is strictly prohibited without our prior written consent.

All questions regarding the content on the Kiwee Toolbar should be directed via mail to Kiwee Toolbar, AG Interactive, One American Road, Cleveland, Ohio 44144.

6. ADWARE AND SPYWARE:
\"Adware\" and \"Spyware\" are terms used to describe certain kinds of software applications:

Adware is a software program that specifically monitors a person's Web surfing and disrupts it by displaying contextual pop-up advertising. Spyware is a software program that surreptitiously tracks personally identifiable information about a person or organization. It will either save such information or send it to third parties when the person is connected to the Internet. Spyware is stealthy and may attach itself to a person's computer without his or her knowledge or consent. An example of spyware is a program that hijacks a person's modem to change dial-up numbers or a keylogger program that covertly records anything a person types, including passwords, emails and credit card numbers. The Kiwee Toolbar is not adware or spyware.

7. PRIVACY:
The Kiwee Toolbar gathers a standard set of information from a user's computer when the user submits a search query. We use this information to properly process your search request. Importantly, all information collected in connection with a search query is recorded on a non-personally identifiable basis and is kept strictly anonymous, except when a user expressly grants permission for this information to be collected or shared (for example, with a registration-based product) and except as may be required by law or to protect the rights or safety of others. The terms of our privacy policy can be found at http://www.kiwee.com/privacy.pd.

8. LINKS TO OTHER WEB SITES:
The Kiwee Toolbar itself and search results from it may contain links to third party web sites (\"Third Party Sites\"). AG Interactive does not either expressly or by implication, endorse the content on these Third Party Sites. The links are provided for your convenience only. AG Interactive has no control over such Third Party Sites, nor do we review the content on those Third Party Sites; therefore, we are not responsible or liable for any content, advertising, products, services, or other materials on or available from such Third Party Sites. You further acknowledge and agree that AG Interactive is not responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such Third Party Site or resource.

9. MANDATORY COMMUNICATIONS:
AG Interactive reserves the right to communicate with you from time to time about important administrative, policy, legal, and billing matters, which may affect your use of the Kiwee Toolbar, including without limitation any alleged violations of this Agreement. These communications are considered transactional under the federal CAN-SPAM law and are therefore permissible under the law and are not considered to be unsolicited commercial e-mail.

10. DISCLAIMERS:
YOUR USE OF THE KIWEE TOOLBAR IS AT YOUR SOLE RISK. NEITHER AG INTERACTIVE NOR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR SUPPLIERS WARRANTS THAT THE KIWEE TOOLBAR WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES AG INTERACTIVE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE KIWEE TOOLBAR OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY INFORMATION, MERCHANDISE OR PRODUCTS PROVIDED THROUGH THE KIWEE TOOLBAR.

ALL CONTENT, PRODUCTS, MERCHANDISE, CUSTOMIZATION, AND MATERIALS OBTAINED THROUGH THE KIWEE TOOLBAR INCLUDING ALL TEXT, JAVA SCRIPT, LINKS, GRAPHICS, AND CODE ARE PROVIDED ON AN \"AS IS\" BASIS WITHOUT WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAW ARE APPLICABLE TO THIS AGREEMENT.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, AND ALL CAUSES OF ACTION FOR THE SAME, WHETHER BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR OTHERWISE.

AG INTERACTIVE IS NOT RESPONSIBLE FOR ANY MATERIALS DISTRIBUTED BY YOU OR TO YOU IN CONNECTION WITH THE KIWEE TOOLBAR. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE KIWEE TOOLBAR CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY:
IN NO EVENT WILL EITHER AG INTERACTIVE OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, CONTENT PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF $100 DOLLARS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT IS AG INTERACTIVE OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, CONTENT PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS), WHETHER IN AN ACTION IN WARRANTY, CONTRACT, OR TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR PERFORMANCE OF THE KIWEE TOOLBAR; (ii) THE DELAY OR INABILITY TO USE THE KIWEE TOOLBAR; (iii) THE PROVISION OF OR FAILURE TO PROVIDE ANY INFORMATION AND RELATED GRAPHICS CONTAINED ON OR MADE AVAILABLE THROUGH THE KIWEE TOOLBAR; AND (iv) THE FAILURE TO PROVIDE THE KIWEE TOOLBAR.

YOU ACKNOWLEDGE AND AGREE THAT PAYMENT BY AG INTERACTIVE OR RETENTION BY YOU OF DIRECT DAMAGES AS LIMITED BY THE FOREGOING PARAGRAPH IS YOUR SOLE AND EXCLUSIVE REMEDY IN EXHAUSTION OF ALL OTHER REMEDIES UNDER THIS AGREEMENT, AT LAW OR IN EQUITY. IN NO EVENT WILL AG INTERACTIVE BE LIABLE FOR ANY DAMAGES CAUSED BY THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. TERMINATION:
This Agreement may be terminated by you or AG Interactive at any time for any reason whatsoever and without any obligation to specify the reasons for such termination. Termination by AG Interactive may be by unilateral removal or deletion of all, or a specific portion of, the Kiwee Toolbar, Content, or other available method. Termination by you must be accompanied by deletion of the Kiwee Toolbar from the computer or computers you installed it on. Without limiting the foregoing, the Agreement, including your right to use the Kiwee Toolbar and Content, will terminate immediately if you (i) fail to comply with the provisions of this Agreement; or (ii) use the Kiwee Toolbar for illegal unlawful or abusive purposes. Upon any termination, you agree to immediately stop using the Kiwee Toolbar. No refunds will be provided upon any termination.

13. CHILDREN 13 AND UNDER:
AG Interactive follows the requirements of the Children's' Online Privacy Policy Act (COPPA). If you are thirteen years old or younger, we will not collect, store or use your personally identifiable information. In addition, parents or guardians of children over the age of thirteen should be aware that the Kiwee Toolbar is designed to appeal to a broad audience. Accordingly, it is your responsibility to determine whether any portion of the Kiwee Toolbar is inappropriate for your child.

14. MISCELLANEOUS:
This Agreement represents the complete agreement between you and AG Interactive concerning the subject matter hereof and supersedes all prior agreements and representations. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the highest extent. AG Interactive may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to any third party whatsoever, without notice and without the need to receive your consent. You may not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. This Agreement is governed by the laws of the State of Ohio, without reference to its conflict of law principles and the exclusive jurisdiction for any dispute arising hereunder shall be submitted to the competent courts in Ohio. We reserve the right to modify the Agreement at any time without notice. The most recent version of the Agreement can be found at http://www.kiwee.com/eula.pd.