UPDOWN WIDGET LICENSE AGREEMENT

IMPORTANT NOTICE: UPDOWN, INC. ("UPDOWN") IS WILLING TO LICENSE THE WIDGET TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT.

BY CLICKING THE "I ACCEPT" BUTTON BELOW, INSTALLING OR OTHERWISE USING ANY PART OF THE WIDGET, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, UPDOWN IS UNWILLING TO LICENSE THE WIDGET TO YOU AND YOU MAY NOT DOWNLOAD THE WIDGET. IF YOU CLICK ON THE "I DO NOT ACCEPT" BUTTON YOU WILL BE DENIED DOWNLOADING OF THE WIDGET

UPDOWN RESERVES THE RIGHT TO UPDATE AND CHANGE, FROM TIME TO TIME, THIS AGREEMENT. YOU CAN ALWAYS FIND THE MOST RECENT VERSION OF THIS AGREEMENT ON THE UPDOWN WEBSITE. UPDOWN MAY CHANGE THIS AGREEMENT BY POSTING A NEW VERSION WITHOUT NOTICE TO YOU. USE OF THE WIDGET AFTER SUCH CHANGE CONSTITUTES ACCEPTANCE OF SUCH CHANGES.

IF YOU WISH TO USE THE WIDGET AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. BY CLICKING THE "I ACCEPT’ BUTTON, YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORIZATION. FOR PURPOSES OF THIS AGREEMENT, YOU WILL BE REFERRED TO AS "AFFILIATE."

1. Definitions.

2. Hosting.

UpDown shall use commercially reasonable efforts to host the UpDown Widget and Trading Simulator and make the Trading Simulator available via the Trading Simulator System.

3. Grant of License.

Subject to the terms and conditions of this Agreement, UpDown grants to Affiliate a non exclusive, non transferable worldwide right and license during the term of this Agreement to install the UpDown Widget and use it for the purposes set forth herein. To the maximum extent permitted by law, Affiliate agrees that it shall not, and shall not assist or allow any third party to: (a) copy, distribute or modify the UpDown Widget or the Trading Simulator System, (b) reverse engineer, decrypt, disassemble, or decompile any object code or algorithms of all or any part of the UpDown Technology in the UpDown Widget or the Trading Simulator System, (c) sublicense or otherwise transfer the UpDown Widget or UpDown Technology to any third party (d) remove, deface or otherwise interfere with any proprietary or restrictive notice or legend contained or included on the UpDown Widget or the Trading Simulator System, (e) use the UpDown Widget in any manner that could damage, disable, overburden, or impair the UpDown Website or Trading Simulator or another user's use of the Trading Simulator or UpDown Website, or (f) create user accounts with UpDown by automated means or under false or fraudulent pretenses. This Agreement does not entitle Affiliate to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the UpDown Widget (collectively, "Updates"). UpDown, however, may occasionally provide Affiliate with automatic Updates to the UpDown Widget at its sole discretion (and without any advanced notification to Affiliate). Any such Updates for the UpDown Widget shall become part of the UpDown Widget and subject to this Agreement.

4. Branding.

Subject to the terms and conditions of this Agreement, UpDown grants to Affiliate a non-transferable, non-exclusive license during the term of this Agreement to use UpDown’s brands (the “Trademarks”) for the purposes of promoting and marketing the Trading Simulator which is available on Affiliate’s website through the UpDown Widget. Affiliate may not remove UpDown’s Trademarks affixed on the UpDown Widget. Affiliate acknowledges and agrees that UpDown owns such Trademarks, and that any goodwill derived from the use of such Trademarks inures solely to the benefit of UpDown. Affiliate agrees that it shall not register anywhere in the world any mark which is the same or substantially similar to any of the Trademarks. Affiliate agrees to furnish to UpDown, upon UpDown’s reasonable request, samples advertising or related materials bearing the Trademarks for purposes of inspection to ensure compliance with the terms hereof. In using the Trademarks as authorized by this Agreement, Affiliate shall duly include all notices and legends with respect to the Trademarks as are or may be required by applicable federal, state or local trademark laws or that may be reasonably requested by UpDown. Affiliate agrees that the nature and quality of its products and services supplied in connection with the Trademarks, as permitted herein, shall conform to the high quality standards established by UpDown for its products and services. Affiliate shall not use any of the Trademarks in connection with any products or services that do not meet such standards. If UpDown at any time finds that Affiliate’s use of the Trademarks is not consistent with UpDown's reasonable standards of quality, UpDown may notify Affiliate of such deficiencies, and if Affiliate fails to immediately correct such deficiencies, UpDown may terminate this Agreement.

5. UpDown Terms & Conditions.

The use by Affiliate users of the Trading Simulator accessed at the UpDown’s Website through the UpDown Widget will be governed by the terms and conditions of UpDown’s applicable end user license agreement ("Terms & Conditions "). Without limiting the generality of the foregoing, information collected by UpDown on Affiliate users in connection with the use of the Trading Simulator will be subject to the Terms & Conditions and UpDown’s privacy policy.

6. Affiliate Obligations.

Affiliate will not display the UpDown Widget, or any Trademark, on any website containing any material or content which: (i) UpDown believes to be sexually explicit, profane, libelous, defamatory, immoral, obscene, false, scandalous, inflammatory, pornographic, profane, offensive, or otherwise violative of any laws and regulations or (ii) constitutes an infringement, misappropriation or violation of the intellectual property, publicity or other proprietary rights of any person or entity.

7. Term; Termination; Effect.

8. Ownership.

Affiliate shall retain all right, title and interest, including, without limitation, all copyrights, trade secrets, trademarks, patents, and other intellectual property rights in and to its websites. UpDown or its licensors shall retain all right, title and interest, including without limitation all copyrights, trade secrets, trademarks, patents, and other intellectual property rights in and to the UpDown Widget, the UpDown Technology, Trading Simulator System, and the Trading Simulator, whether alone or embedded in other products. No implied licenses (including, without limitation, to patents, trademarks, copyrights, trade secrets, or other intellectual property rights) are granted herein and each party reserves all rights not expressly granted under this Agreement.

9. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPDOWN SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, (II) ANY LOSS OF REVENUES OR PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR LOSS OR CORRUPTION OF DATA, (III) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE, SERVICES OR RIGHTS, (IV) ANY LOSS OR DAMAGES IN RELATION TO THE FUNCTIONALITY OF THE UPDOWN TECHNOLOGY, OR (V) ANY LIABILITY UNDER THIS AGREEMENT WHICH ALONE OR IN THE AGGREGATE IS IN EXCESS OF ALL SUMS, IF ANY, ACTUALLY RETAINED BY UPDOWN PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE LAST CLAIM AROSE. THE PROVISIONS OF THIS SECTION SHALL GOVERN NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.

10. Confidentiality.

"Confidential Information" means the terms of this Agreement and any information or data that one party (the "receiving party") has received or will receive from the other party (the "disclosing party") in connection with this Agreement concerning the other party’s business, technology, products, services and other matters that are proprietary and confidential information to that party, including without limitation the UpDown Technology. Receiving party agrees that it shall maintain confidential information in strict confidence and shall not disclose confidential information to any third party nor use confidential information for any purpose other than as permitted under this Agreement. The nondisclosure obligations set forth in this section shall not apply to (i) information that receiving party can document is generally available to the public (other than through breach of this Agreement) or was already lawfully in receiving party’s possession at the time of receipt of the information from disclosing party, or (ii) disclosures by receiving party made pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable notice to the other party to contest such order or requirement. Each party shall implement and maintain reasonable security procedures and practices appropriate to the nature of the personal data collected in the course of use or sales of product, and will protect such personal information from unauthorized access, destruction, use, modification, and disclosure.

11. Warranty Disclaimer.

THE UPDOWN WIDGET AND RELATED UPDOWN TECHNOLOGY ARE PROVIDED AND LICENSED TO AFFILIATE "AS IS" WITHOUT WARRANTY OF ANY KIND. UPDOWN DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. Assignment.

This Agreement and the rights granted hereunder are not transferable or assignable by Affiliate without the prior written consent of UpDown. Any attempted assignment except as expressly permitted under this section shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.

13. Force Majeure.

Neither party shall be responsible for any reasonable delay in its performance due to causes beyond its reasonable control, provided that the non performing party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of one hundred eighty (180) days.

14. Export Control.

To the extent that either party is authorized hereunder to export any product, each party agrees to comply with all export laws, restrictions, national security controls and regulations of the United States and all other applicable foreign agencies and authorities, and not to export or re export, or allow the export or re export of, any product or any copy or direct product thereof: (i) in violation of any such restrictions, laws or regulations or (ii) without all required licenses and proper authorizations required under applicable export law and regulations.

15. International Use.

UpDown makes no representation that the UpDown Widget or Trading Simulator is appropriate or available for use in locations outside the United States, and accessing it from territories where the UpDown Widget or any feature of the Trading Simulator and/or UpDown Website is illegal is prohibited. Those who choose to install the UpDown Widget or access the UpDown Website from other locations do so on their own initiative and are responsible for compliance with local laws.

16. The UpDown Website.

The UpDown Widget, the Trading Simulator or the UpDown Website may contain links to other websites. UpDown is not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on the UpDown Website, or the inclusion of an UpDown Widget on a third party's website or within a third party's system does not imply approval or endorsement of that website by UpDown.

17. Relationship.

Nothing in this Agreement shall be construed to place the parties hereto in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise.

18. Miscellaneous.

This Agreement constitutes the final, complete and exclusive agreement between the parties, and supersedes all previous agreements or representations, written or oral, with respect to the subject matter of this Agreement. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., as applied to an agreement between two residents of Massachusetts to be wholly performed in Massachusetts. The state and federal courts located in the Commonwealth of Massachusetts shall have exclusive jurisdiction with respect to any dispute arising under this Agreement, and, for such purpose, each party agrees to submit itself to the jurisdiction of such courts. No term or provision hereof shall be deemed waived and no breach excused by consent unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. To the maximum extent permitted by applicable law, if any term or provision of this Agreement shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall remain in full force and effect and such term or provision shall be deemed to be deleted or modified to the minimum extent permitted by law so as to avoid such illegality or unenforceability.