W3i, LLC's Terms and Conditions

W3I, LLC'S
TERMS AND CONDITIONS

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ATTENTION PLEASE READ THIS AGREEEMNT CAREFULLY BEFORE ACCESSING THE SITE AND DOWNLOADING ANY CONTENT. IF YOU USE THE SITE OR DOWNLOAD CONTENT YOU AGREE TO EACH OF THE FOLLOWING TERMS AND CONDITIONS.

This is a legally binding contract between you and W3i, LLC. By downloading, installing, copying, running, or using software we own or license ("Content") available via the Site, you are agreeing to be bound by the terms of this Agreement. You are also agreeing to our Privacy Policy. If you do not agree to our terms, you must navigate away from the Site, you may not download the Content, and you must destroy any copies of the Content in your possession.

If you are under 18, you must have your parent or guardian's permission before you use our Site or download Content. In an effort to comply with the Children's Online Privacy Protection Act, we will not knowingly collect personally identifiable information from children under the age of 13.

This Agreement may be modified by us from time to time. If you breach any term in this Agreement your right to use the Sites and Content will terminate automatically.

1. The Download Process. We may show you one or more of our partner software offers during the download process. You are not required to accept a software offer to receive your Content. Unless you opt-out we automatically change your browser's homepage to http://my.freeze.com. We may also change the default search provider in your browser. We may also install icons on your computer's desktop including third party product and service offers, advertisements and automatic links to other products and services we offer. You may opt-out and not change your browser's homepage, default search provider, and you can choose not to install icons, you can also delete the icons at any time.

2. Delivery of Advertising. By accessing the Sites and downloading the Content, you hereby grant us permission to display promotional information, advertisements, and offers for third party products or services (collectively "Advertising"). The Advertising may include, without limitation, content, offers for products or services, data, links, articles, graphic or video messages, text, software, music, sound, graphics or other materials or services. The timing, frequency, placement and extent of the Advertising changes is determined in our sole discretion. You further grant us permission to collect and use certain aggregate information in accord with our Privacy Policy.

3. Your Obligations. You may not use another person's name or information on our Site. You agree to use the Site and Content only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to use the Site in any manner that might interfere with our or our Partner's rights. You represent and warrants that (a) you are the owner or an authorized user of the computer that the Content is installed on, (b) you will use the Content, and the Sites only for lawful purposes, and will comply at all times with all applicable federal, state, and local laws and regulations, and (c) you are at least thirteen years of age. You agree not to use any automated or manual process to interfere with, modify, or attempt to interfere with or modify the Content, except to uninstall the same as provided herein. You acknowledge sole responsibility for installing appropriate anti-virus software and other security measures on your computer.

4. Grant of License. You agree not to add to, subtract from or otherwise modify, translate, disassemble, decompile, reverse engineer, or create derivative works of the Content. You may not rent, lease, sell, redistribute, sublicense or otherwise transfer the Content. You may make only such copies of the Content as are reasonably necessary for your own use, and any copy made by you must bear the same copyright and other proprietary notices that appear on the copy furnished by us.

5. Termination. This license will immediately terminate if you violate any provision of this Agreement. We may also terminate this license at any time without notice.

6. Ownership. This license is not a sale and does not render you the owner of a copy of the Content. Ownership of the Content and all components and copies thereof will at all times remain with us or our Partner, regardless of who may be deemed the owner of the tangible media on which the Content is copied, encoded or otherwise fixed.

7. Disclaimer of Warranties. WE PROVIDE ALL CONTENT "AS IS," "WITH ALL FAULTS," AND WITHOUT ANY WARRANTY WHATSOEVER. THE SITE IS ROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE DO NOT WARRANT ANY PART OF THE CONTENT NOR DO WE REPRESENT THE CONTENT WILL MEET YOUR NEEDS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU.

8. Exclusive Remedy. IF YOU ARE DISSATISFIED WITH THE SITE, THE CONTENT OR THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND CONTENT.

9. Limitations of Liability. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, EQUIPMENT DOWNTIME, LOSS OF DATA, OR LOST PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT OUR AGGREGATE LIABILITY, HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, SHALL, IN NO EVENT, EXCEED TEN DOLLARS (US$10.00). BY INSTALLING OR USING THE CONTENT, YOU ACCEPT SOLE RESPONSIBILITY FOR ALL CONSEQUENCES ARISING THEREFROM AND ACKNOWLEDGES THAT NO CLAIM WHATSOEVER WILL BE MADE AGAINST US OR OUR LICENSORS, DISTRIBUTORS, AGENTS, EMPLOYEES OR AFFILIATES.

10. Third-Party Advertisers. If you accept an Offer your dealings with the Partner are solely between you and the Partner. We make no representations or warranties concerning Offers, you agree that we are not responsible or liable for any loss or damage of any sort incurred, or as the result of the delivery or display of the Offers. WE ARE NOT RESPONSIBLE FOR THE TERMS AND CONDITIONS OF ANY PARTNER WEBSITE OR PARTNER OFFERS REGARDLESS OF WHETHER THE OFFER IS HOSTED BY US. WE MAKE AN EFFORT TO SCREEN ALL OFFERS TO ENSURE THE BEST POSSIBLE EXPERIENCE FOR OUR USERS. HOWEVER, WE ARE NOT RESPONSIBLE FOR DEALINGS BETWEEN YOU AND A PARTNER. YOU SHOULD CAREFULLY REVIEW EACH PARTNER OFFER AND READ THEIR TERMS AND CONDITION, AND THE PRIVACY POLICY.

11. Waiver of Claims and Indemnification. By accessing or using our Site or downloading Content, you forever waive any and all claims you have or may have in the future against us. You shall indemnify and hold us our subsidiaries, officers, directors, attorneys employees and licensors, harmless against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") to which an Indemnified Party may become subject that arise out of, or relate to: (i) your use or inability to use the Content; (ii) any violation of this Agreement or the license agreement or privacy policy governing any Third Party Software; (iii) Your infringement or misappropriation or alleged infringement or misappropriation of any copyright, trademark, patent, trade secret or other personal or proprietary right; or (iv) any gross negligence or willful misconduct. You shall reimburse us for all legal and other expenses, including without limitation attorneys' fees incurred in connection with investigating, defending or settling any claim or loss.

12. General Provisions. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the attention of our General Counsel, at W3i, LLC, 1900 Medical Arts Avenue S. Sartell MN 56377.

13. Miscellaneous.

Enforcement, Choice of Law, Choice of Forum. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect. This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United States of America and the State of Minnesota without respect to its choice of law provisions. Any action between the parties will be venued in a Minnesota state or federal court. You irrevocably submit to the personal jurisdiction in Minnesota state or federal court.
No Modifications or Waiver. This Agreement may not be modified or amended except by a separate writing, signed by both you and us. The failure by us at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
Effect of Agreement, Survival of Terms. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No third party beneficiaries are intended or created by virtue of this Agreement. This Agreement does not create a partnership, joint venture or agency relationship between the parties. Any terms of this Agreement that would, by their nature, survive the expiration or termination of this Agreement will survive. You acknowledge that you have not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained in this Agreement.
Electronic Form. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceeding to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Correction of Errors and Inaccuracies. This Agreement, the Content, and Sites may contain typographical errors or other errors or inaccuracies. We reserve the right to correct any errors, inaccuracies or omissions and to change or update this Agreement, the Content or Sites at any time without prior notice. We do not however, guarantee that any errors, inaccuracies or omissions will be corrected.

14. Definition of Terms.
Offer Offer includes third-party software presented by our Partners and us.

Partner is an advertiser, or other entity with whom we have a business relationship.

Content includes, but is not limited to software we own, license or distribute or otherwise make available for download.

User means an individual that has access the Site on which we host Content.

We, Us and Our refer to W3i, LLC and its subsidiaries.

You and Your refer to each user and his or her agents.

15. Questions or Additional Information. If you have any questions regarding this Agreement or wish to obtain additional information, you can contact us by writing to:

W3i, LLC
Attention: Customer Care
1900 Medical Arts Ave. S. Sartell, MN 56377

Alternatively, if you would like to contact us via e-mail, please visit http://support.freeze.com or send a message to support@support.w3i.com.

Last Modified: August 15, 2007.
FREEZE is a registered trademark of W3i, LLC.