SURF ACCURACY™ FROM SURF ACCURACY INC.

ALL REFERENCES IN THIS AGREEMENT TO "LICENSOR", "WE" OR "US" SHALL REFER TO SURF ACCURACY INC. UNLESS OTHERWISE NOTED. "YOU" MEANS THE PERSON OR COMPAGNY WHO IS BEING LICENSED TO USE THE SOFTWARE, SERVICE AND/OR PRODUCT. BEFORE YOU DOWNLOAD, INSTALL OR USE SURF ACCURACY™ (THE "SOFTWARE") INCLUDING ANY UPGRADES, MODIFIED VERSIONS, UPDATES, ADDITIONS, COPIES OF THE SOFTWARE AND ALL SERVICES PROVIDED BY LICENSOR OR THIRD PARTIES IN CONNECTION WITH THE SOFTWARE. YOU MUST READ AND FULLY CONSENT TO THIS END-USER LICENSE AGREEMENT (THE "EULA"). YOUR DOWNLOAD, INSTALLATION AND USE OF THE SOFTWARE, IS GOVERNED BY THIS EULA.

0. PREFACE

Surfaccuracy is a software that displays contextual advertising in the form of targeted popups on the user's desktop.The adds shown are based on the sites that are visited or the searches made in popular search engines. Suraccuracy can be removed from the "Add or Remove Programs" from the Window's control panel at any time.

1. SURF ACCURACY™

By installing and/or using the Surf Accuracy™ software and service you grant permission for Surf Accuracy, Inc. to have the Surf Accuracy™ software run in the background on your computer and periodically launch, in a separate browser window, advertisements for our partner's websites, services or products. The advertisement will be contextual related at the moment they are most interested in a particular product or service. The frequency of these advertisements will vary depending on your use of the Internet. The partner's advertisement, websites, products or services that will be shown to you are not endorsed by and/or affiliated with the websites that trigger their appearance.

2. AUTHORIZED USERS AND USE

Surf Accuracy™ may only be downloaded, installed or used by the owner of the computer on which the software is downloaded and installed (the "Authorized Computer"), and any persons authorized by the owner of the Authorized Computer to use the Authorized Computer and to download and install the software in accordance with this EULA, provided that the individuals referred to in and above have read this EULA and agree to abide by it before any such download or installation and at all times while using Surf Accuracy™ (collectively, the "Authorized Users," and each an "Authorized User"). Any references to the pronoun "you" or "your" anywhere in this EULA are intended to refer to any one Authorized User and to all Authorized Users of Surf Accuracy™ and Surf Accuracy™ Services. You are only authorized to use Surf Accuracy™ and Surf Accuracy™ services for your personal use (at work or at home) and not for any commercial purpose. You are strictly prohibited from using Surf Accuracy™ or Surf Accuracy™ Services in any manner that might interfere with the proper operation and function of our search services or other services (including without limitation Surf Accuracy™ Services) and you agree not to use Surf Accuracy™ or Surf Accuracy™ Services in an automated manner through bots, metaspiders, crawlers or any other automated means.

4. UNINSTALLING PROCEDURE

You will be able to uninstall Surf Accuracy™ at any time by following the steps described on our web site at http://www.surfaccuracy.com/uninstall.html. If Surf Accuracy™ was installed in connection with a third party application, uninstalling Surf Accuracy™ may also uninstall the third party application therefore; you may not be able to continue using the third party application installed with Surf Accuracy™. Whether or not you will continue to have or be able to use the third party application if you uninstall Surf Accuracy™ will depend solely upon the terms and conditions imposed upon you in connection with the third party application.

5. LICENSE OF USE

We hereby agree to grant to you, a non-exclusive, limited license, to download, install and use the most recent version of Surf Accuracy™ subject to the provisions set forth in this EULA. We may, but need not, issue Surf Accuracy™ Services Changes, patches and fixes (collectively, "Updates") to Surf Accuracy™. If and when we issue Updates to Surf Accuracy™ to the general public or otherwise, we may, but are not required to, make such updates available to you. Surf Accuracy™ shall include such Updates and the updated Surf Accuracy™ shall be governed by the terms of this EULA. If you have the current version of Surf Accuracy™ installed on your Authorized Computer, and we decide to make Updates available to you, we may automatically download the Updates onto your Authorized Computer. By first downloading and installing Surf Accuracy™ onto your Authorized Computer, you agree that we may automatically provide such Updates to you at our discretion without any requirement for further approval or consent from you or notification to you. We may also determine from time to time, in our discretion, that in order to provide you with new Updates, you will need to review this EULA (as such may be amended by us in our discretion) again and accept them again, before you are permitted to download and install any such Updates. In some cases, if you decide not to install the updates, you may still be able to use Surf Accuracy™ but you will not be able to use any of the features added to Surf Accuracy™ by the Updates. In most cases, if you decide not to install the updates, and you agree to, uninstall the version of Surf Accuracy™ that is installed on your Authorized Computer at the time or we may disable Surf Accuracy™ if you do not agree to the EULA. If we have conditioned your continued use of Surf Accuracy™ upon your acceptance of any Updates that we provide, your license to use the installed version (or any other version of) Surf Accuracy™ terminates on the day you refuse to accept the Updates by refusing to accept the EULA.

6. PERSONS UNDER 18 YEARS OLD

If you are younger than 18 years old, you are prohibited from downloading, registering, or using the Service. By using the Service, you warrant to Surf Accuracy™ that you are at least the age of 18 or that you are not a "minor" as this term is defined in the jurisdiction where you are domiciled.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

You agree that nothing contained herein entitles you to own Surf Accuracy™ or any portion thereof and that Surf Accuracy™ is only being licensed to you and not sold to you. You hereby agree and acknowledge that as between you and us, we (or the Third Party Surf Accuracy™ Suppliers or our other licensors) own all right, title and interest in and to Surf Accuracy™, Surf Accuracy™ Services, and in and to any intellectual property (including without limitation, copyrights, patents, trademarks, and any other proprietary rights) included in or applicable to Surf Accuracy™ or Surf Accuracy™ Services. If you send us or otherwise share with us any ideas, comments, or suggestions regarding Surf Accuracy™ or Surf Accuracy™ Services, you acknowledge and agree that we may use such ideas, comments or suggestions in any manner, for any purpose, and without the need for any further compensation, approval or consent. You also hereby agree to assign to us all right, title and interest in and to any such ideas, comments or suggestions.

8. INFORMATION AND DATA COLLECTION

Surf Accuracy Inc. does not collect any personally identifying information. WE do collect non-personal information. Surf Accuracy™ monitors the websites you visit and compares them with a local matching list of possible advertisers. If a match is successful then Surf Accuracy™ requests to the appropriate servers the advertisers' information to be displayed on your computer. In the process, Surf Accuracy™ collects non-personal information such as the url visited, the ip address, the time and date, etc. that is used for data mining applications and statistic purposes.

9. RESTRICTIONS

Your use of Surf Accuracy™ and Surf Accuracy™ Services are subject to the following additional restrictions: You are prohibited from decompiling, reverse engineering, or disassembling Surf Accuracy™ or Surf Accuracy™ Services, or otherwise attempting to derive their source code; tampering or interfering with the functionality, delivery or operation of Surf Accuracy™ while using or installing it, selling, renting, transferring, reselling, or distributing Surf Accuracy™ to any third party; duplicating, reproducing, copying (except for reasonable backup purposes), modifying, or otherwise creating derivative works of Surf Accuracy™ or Surf Accuracy™ Services, or shipped, transferred, exporting or re-exporting Surf Accuracy™, directly or indirectly, into any country or used in any manner prohibited by Canadian Export laws, restrictions or regulations.

10. DISCLAIMER OF WARRANTIES

WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF SURF ACCURACY™, OR YOUR USE OF SURF ACCURACY™ SERVICES.

SURF ACCURACY™ AND SURF ACCURACY™ SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE FULLY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SURF ACCURACY™ OR SURF ACCURACY™ SERVICES WILL BE OPERABLE, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SOFTWARE OR HARDWARE, OR THAT THEY WILL NOT DAMAGE ANY OTHER PRODUCT, SOFTWARE OR HARDWARE (INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZED COMPUTER) OR CAUSE ANY LOSS OR CORRUPTION OF DATA, OR THAT THEY WILL HAVE A MINIMUM SERVICE LIFE.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR DOWNLOAD, INSTALLATION, USE OR MISUSE, UNINSTALLATION, OR RELIANCE UPON SURF ACCURACY™ OR SURF ACCURACY™ SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY, TRESPASS TO CHATTELS OR OTHERWISE, AND WHETHER OR NOT THE PERSON CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL OUR LIABILITY EXCEED $1 (ONE DOLLAR).

12. DISCLAIMER REGARDING THIRD PARTY APPLICATIONS

YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY THIRD PARTY APPLICATION THAT MAY BE BUNDLED WITH SURF ACCURACY™, IS BEING PROVIDED TO YOU BY A THIRD PARTY PROVIDER AND NOT BY LICENSOR. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR DOWNLOAD, INSTALLATION AND USE OF ANY SUCH THIRD PARTY APPLICATION IS NOT GOVERNED BY THIS EULA, BUT MAY BE GOVERNED BY SUCH THIRD PARTY APPLICATION PROVIDER'S TERMS OF USE, LICENSE AGREEMENT, PRIVACY POLICY, OR OTHER SUCH AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH ANY SUCH THIRD PARTY APPLICATIONS OR YOUR USE THEREOF.

NO EMPLOYEE, AGENT, DEALER, AFFILIATE OR DISTRIBUTOR OF OURS IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY, OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR OTHER JURISDICTIONS, PROVINCES OR TERRITORY.

13. INDEMNIFICATION

BY DOWNLOADING, INSTALLING, USING OR UNINSTALLING SURF ACCURACY™, OR USING SURF ACCURACY™ SERVICES, YOU HEREBY AGREE TO, AT YOUR OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, ITS BUSINESS PARTNERS, THE THIRD PARTY SURF ACCURACY™ SUPPLIERS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM AGAINST SUCH INDEMNIFIED PARTIES OR ANY ONE OF THEM, ARISING FROM OR RELATING TO ANY BREACH BY YOU OF THIS EULA; OR YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF SURF ACCURACY™ OR SURF ACCURACY™ SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF PERSONAL INJURY (INCLUDING DEATH), INJURY TO REPUTATION, VIOLATION OF PRIVACY, OR DAMAGE TO TANGIBLE PROPERTY OR DATA (INCLUDING LOSS OF PROPERTY OR LOSS OF USE OF TANGIBLE PROPERTY OR DATA).

14. ARBITRATION

This EULA will be governed by and construed in accordance with the laws of the province of Quebec and, to the extent applicable, Canada federal laws, without reference to any conflict of laws principles. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

Any claim or controversy arising out of or related to this Agreement, or the products or services we provide and/or distribute shall be settled by binding arbitration in accordance with the rules of the province of Quebec Provincial, National and International Commercial Arbitration Centre. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. You agree to pay any/all direct and/or indirect costs arising out or related to the claim and/or controversy, including but not limited to legal costs, transportation, accommodation, telephone calls. The foregoing shall not preclude Surf Accuracy™ from seeking any injunctive relief for protection Surf Accuracy™, intellectual property rights.

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this EULA will continue in full force and effect.

15. MISCELLANEOUS TERMS AND CONDITIONS

This EULA constitute the entire agreement between you and us with respect to your download, installation, use and un-installation of Surf Accuracy™ and Surf Accuracy™ Services, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Any changes that we make to this EULA will be posted at http://www.surfaccuracy.com/eula.html. Your use of Surf Accuracy™ and Surf Accuracy™ Services will always be governed by the EULA in effect at the time of use.

(Last revised: July, 27 2005)