END-USER LICENSE AGREEMENT

IMPORTANT – PLEASE READ THIS END-USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY DOWNLOADING, ACCESSING, INSTALLING OR USING THE SHOPATHOME.COM SHOPPING TOOLBAR OR ANY OF ITS COMPONENTS (THE “SOFTWARE”), AS PART OF A SOFTWARE DOWNLOAD AND/OR AN ESSENTIAL PART OF THE DOWNLOAD FROM BELCARO GROUP, INC. D/B/A SHOPATHOME.COM, YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE TOOLBAR AND ITS ASSOCIATED SOFTWARE. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (See Sections 3 and 8) AND AN EXCLUSIVE REMEDY (See Section 8b). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.

1. GENERAL

This EULA is a legal agreement between you and Belcaro Group, Inc., d/b/a ShopAtHome.com (“We”, “Our”, “Us” or “ShopAtHome”). This EULA governs the Toolbar and its associated Software and your use of the Toolbar and Software. The EULA applies to updates, supplements, add-on components, and Internet-based services relating to the Toolbar and Software that we may provide or make available to you through the use of the Toolbar and Software. (To view the Privacy Policy of ShopAtHome.com, which is incorporated by reference, herein, please click here Privacy Policy.) The Software is designed to permit you to qualify for the ShopAtHome consumer rebate that is available at the time of your purchase even if you forget to come to our Site first. We are continuously making improvements in the Software, and it is configured so that these enhancements are automatically added to your version of the software as they are developed. If you would prefer not to receive these automatic upgrades, please go to the My Account link on our Site to change this preference.

The most reliable way for you to obtain a rebate that is posted on our Site is for you to visit our Site first, then link to your selected Store. While our Software has been tested, it is not 100% fool proof. From time to time, the Software, either due to the many different computer/software configurations that exist, or other factors beyond our control, may not redirect you as designed, or may unintentionally lose supported Store links. Please let us know of any questions, concerns or problems you have relating to the Software by contacting us at www.shopathome.com/contact.aspx.

Download of SelectRebates Shopping Toolbar and Software

Our Shopping Toolbar is a free, easy-to-use shopping assistant that allows you to take the power of ShopAtHome with you anywhere on the Web. When you install the Toolbar, you are adding a whole new set of functions to your Web browser. For example, you can use the Toolbar to perform a ShopAtHome search from any site on the Web, or to search for specific products or coupons on any given page. The ShopAtHome Toolbar also offers users exciting features such as text alerts whenever store sites that YOU choose have a sale or special! Once you install the Toolbar, for ease of use it will be visible in your Web browser window whenever you are connected to the Internet. While the Software uses information from your browser activity to select shopping alerts that are relevant to your browser activity, no personally-identifiable information is retained by ShopAtHome .

The Toolbar functionality is dependent on our SelectRebates Software. This Software is installed as an integral part of the Toolbar. It is designed to help ensure that you never miss a Cash Back Rebate if you forget to go to our ShopAtHome.com site prior to making a purchase on an Affiliate Store's site. When you enter the URL of an Affiliate Store's web site into your browser, the Software is designed to redirect your browser first to our ShopAtHome.com Site, and then to the selected participating Affiliate Store's site. This process is designed to occur behind the scenes so you don't even know it is happening, and in a manner that does not interrupt your shopping experience.

We strongly recommend that you download and install the ShopAtHome.com Shopping Toolbar. This will allow you to receive up-to-the-minute alerts whenever your favorite shopping sites are running specials, and greatly enhance your shopping search capabilities. Additionally, if you do purchase from one of our Affiliate Stores without linking out from our Site first, the Software component of the Toolbar is designed to make sure you still get your cash rebate!

Our Toolbar and Software are automatically updated regularly based on communications with our Stores identified on our Site. If you have elected to turn off automatic upgrades as offered on the ShopAtHome.com Shopping Toolbar installation screen, or have elected to turn off automatic upgrades through the Edit My Account link on our Site, you will not receive upgrades and improvements to the Toolbar and Software as they become available.

If you have not elected to turn off automatic upgrades as offered on the ShopAtHome.com Shopping Toolbar installation screen, you may receive periodic updates that may include updates to our Store database; and/or additions, changes or modifications to the Toolbar and Software; as well as the addition of other features that may enhance your shopping experience. We reserve the right to change, add to or discontinue any portion of our Toolbar and Software and our Store database in any way, solely as a matter of our discretion.

2. GRANT OF LICENSE

Subject to the terms of this EULA, ShopAtHome grants to you a non-exclusive, limited license to install and use one copy of the Toolbar and Software on a single computer. ShopAtHome maintains all ownership rights of the Toolbar and Software, including all title, interest in, and intellectual property rights in and to the Toolbar and Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY SHOPATHOME. All title and copyrights in and to the Toolbar and Software (including but not limited to any images, photographs, animations, video, audio, music, text, and other features incorporated in the Toolbar and Software), the accompanying printed materials, and any copies of the Toolbar and Software, are owned by ShopAtHome or its licensors. The Toolbar and Software are protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. Therefore, you must treat the Toolbar and Software like any other copyrighted material. Except as expressly permitted by this EULA, you may not copy the Toolbar and Software or any accompanying materials. Because the Toolbar and Software contain proprietary information of ShopAtHome, you agree: (i) to hold in the strictest confidence all program code and other elements of the Toolbar and Software, (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Toolbar and Software to any third party, and (iii) not to make use of the Toolbar and Software other than for the permitted purposes under this EULA.

3. DISCLAIMER OF WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPATHOME AND ITS STORES, SUPPLIERS, AFFILIATES, DISTRIBUTORS, ADVERTISERS AND REPRESENTATIVES (COLLECTIVELY, THE “AFFILIATES”) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, QUALITY AND NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS EULA. THE TOOLBAR AND SOFTWARE ARE PROVIDED “AS IS” WITH “ALL FAULTS” AND “AS AVAILABLE”. THERE ARE NO WARRANTIES THAT YOUR ACCESS TO OR USE OF THE TOOLBAR AND SOFTWARE OR ANY PART THEREOF WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. ACCORDINGLY, YOUR USE OF THE TOOLBAR AND SOFTWARE IS AT YOUR OWN RISK, INCLUDING WITHOUT LIMIT ALL RISKS ASSOCIATED WITH THE TOOLBAR AND SOFTWARE NOT WORKING AS INTENDED OR FAILURE OF THE TOOLBAR AND SOFTWARE RESULTING FROM ACCIDENT, ABUSE, MISAPPLICATION, ABNORMAL USE OR A VIRUS.

4a. ADDITIONAL TERMS

You are prohibited from making any changes or asking others to make changes to the Toolbar and Software, including decompiling or reverse engineering the Toolbar and Software, modifying it in any way, or disassembling the Toolbar and Software. Any modifications to the Toolbar and Software shall remain the exclusive property of ShopAtHome.

ShopAtHome may in its sole discretion and for any reason discontinue your right to access and use the Toolbar and Software. Without prejudice to any other rights, we reserve the right immediately to terminate this EULA in the event you violate this EULA, and to investigate, involve and cooperate with appropriate authorities regarding any illegal or unauthorized activities involving the Toolbar and Software or this EULA.

You must be more than 18 years of age in order to enter into this EULA for the licensing of the Toolbar and Software and use of the Toolbar and Software. As a condition of your using our Toolbar and Software, you represent that you are at least 18 years old.

ShopAtHome has no control over other sites which you may access, including those sites which are linked to our Site. Therefore, ShopAtHome is not responsible for the content or function of any other site, and disclaims any liability for any aspects of any sites you access via direct access or access through our Site or Toolbar and Software functionality.

4b. UNINSTALLING THE TOOLBAR AND SOFTWARE:

You can uninstall the Toolbar and Software at any time and at your discretion. Please note that if you uninstall the Software, the Toolbar is automatically uninstalled as well since it cannot function without the Software.

You must reboot your computer to complete the uninstall process.

If you encounter difficulties removing the Software, please contact us at www.shopathome.com/contact.aspx.

Toolbar and Software Uninstall

To uninstall the Software and Toolbar, go to your Windows Control Panel. Next, click on "Add/Remove Programs". Our Toolbar and Software are listed as SelectRebates. Click on the name SelectRebates, then click on Change/Remove. You will see a grey box which gives you a choice of uninstalling both the Toolbar and SelectRebates software, or only the Toolbar. If you want to uninstall only the Toolbar, click on "ShopAtHome Toolbar" in the grey box. Please note that if you uninstall the SelectRebates Software, the Toolbar is also removed.

Another way to uninstall the Software and Toolbar is to go to http://discounts.shopathome.com/manualremove.aspx and follow the directions posted there.

You must reboot your computer to complete the uninstall process of the Software and Toolbar or Toolbar alone.

Please note that if you have an older version of the ShopAtHome.com Shopping Toolbar which has not been upgraded, it may be listed on your Add/Remove Programs list as any one of the following: Intelligent Shopping Toolbar, Golden Retriever Software, Golden Retriever Select Rebates Software, ShopAtHomeSelectAgent, SelectCashBack, or SAHAgent.

IT IS VERY IMPORTANT THAT YOU USE THESE PROCEDURES IF YOU WISH TO UNINSTALL OUR TOOLBAR AND SOFTWARE. You agree to accept all risks if you use removal procedures other than those listed in this section or use any third party software for the purpose of removing our software.

If you encounter difficulties removing the Software or Toolbar, please contact us at www.shopathome.com/contact.aspx

5. Updates to the Toolbar and Software and Modifications to EULA

Our Toolbar and Toolbar and Software are updated periodically. If you have elected to turn off automatic upgrades as offered on the Toolbar and Software installation screen, or have turned off automatic upgrades through the Edit My Account link on our Site, you will not receive upgrades and improvements to the Toolbar and Software as they become available.

If you have not elected to turn off automatic upgrades as offered on the Software installation screen, ShopAtHome in its sole discretion may or may not update the Software on your computer, but has no obligation to provide you with any updates. We reserve the right to change, add to or discontinue any portion of our Software and Store database in any way, solely as a matter of our discretion.

Due to the rapidly evolving nature of the Internet and continuous improvements to our Toolbar and Software, ShopAtHome reserves the right to make changes to this EULA. Please check this page periodically for changes. Any such modification constitutes a successor EULA. Continued use of the Toolbar and Software indicates your acceptance of such successor EULAs. At its option, but without any obligation to do so, ShopAtHome may notify you by e-mail of such modifications.

If you do not accept any such successor EULAs you must uninstall the Toolbar and Software from your computer. Failure to uninstall the Toolbar and Software constitutes acceptance of the successor EULA.

6. Termination of EULA

You may terminate this EULA at any time by uninstalling the Toolbar and Software and destroying all copies of the Software. This EULA is terminated automatically if you do not comply with all of the terms and conditions of the EULA. ShopAtHome also may terminate this EULA at any time for any reason, without notice, in its sole discretion, in which case we will use reasonable efforts to notify you of such termination. In the event that the EULA is terminated for any reason, your rights to use the Toolbar and Software will immediately cease and you must uninstall the Toolbar and Software and all copies of the Toolbar and Software must be destroyed.

7. Dispute Resolution

Any disputes and/or claims arising out of this EULA, the Toolbar and Software, the use of the Site and/or any products and services acquired under or relating to this EULA shall be resolved exclusively through the use of binding arbitration. Such arbitration shall be subject to the Federal Arbitration Act and the rules of the American Arbitration Association which shall govern such arbitration and be conducted before a single arbitrator in Denver, Colorado. Any claimants shall have their claims/disputes resolved on an individual basis. Class action arbitration is prohibited under this Agreement. Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other users or arbitrate any claims as a member of a class or in a private attorney general capacity. We will pay the costs of the arbitrator. Except for the costs of the arbitrator, each party shall bear its own costs, including any attorneys’ fees. Any award rendered in arbitration shall be final and binding, and may be enforced in any court having competent jurisdiction. In addition to any other remedies, we shall also have the right to seek injunctive relief to protect our intellectual property rights in and to our Toolbar and Software.

8. Limitation of Liability, YOUR EXCLUSIVE REMEDY.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOPATHOME OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS DUE TO BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE TOOLBAR AND SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SHOPATHOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, SHOPATHOME SHALL HAVE NO LIABILITY FOR ANY DAMAGES CAUSED BY ANY HARDWARE OR BY THE COMBINATION OF OUR TOOLBAR AND SOFTWARE WITH ANY OTHER SOFTWARE. IN ANY CASE, SHOPATHOME'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO $100. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) IF THE FOREGOING EXCLUSION OF LIABILITY IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED TO BE UNENFORCEABLE, IN WHOLE OR IN PART, FOR ANY REASON, THEN THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF SHOPATHOME AND ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS EULA AND THE TOOLBAR AND SOFTWARE SHALL NOT EXCEED YOUR DIRECT DAMAGES, IF ANY, UP TO ONE HUNDRED DOLLARS ($100.00). RECOVERY OF DAMAGES UP TO SUCH AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

(c) THE LIMITATIONS IN THIS SECTION 8 SHALL BE DEEMED TO APPLY TO ALL CAUSES OF ACTION AND ALL LEGAL THEORIES, WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM OR RELATE TO (i) BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORTS, OR (ii) ANY OTHER CAUSE OF ACTION, HOWEVER STATED. THE EXCLUSION OF CONSEQUENTIAL DAMAGES UNDER SECTION 8(a) IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED TO BE UNENFORCEABLE.

9. YOU HAVE LIMITED TIME TO BRING YOUR CLAIMS. YOU AND SHOPATHOME AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS EULA OR THE TOOLBAR AND SOFTWARE MUST COMMENCE WITHIN ONE (l) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10. YOU ARE RESPONSIBLE FOR YOUR ACTIVITIES

You are fully responsible for your activities using the Toolbar and Software. You shall not use the Software in any way that is unlawful or that harms us or any other party in any way.

11. Export Restrictions

You acknowledge that the Toolbar and Software licensed hereunder are subject to the export control laws and regulations of the United States. You confirm that with respect to the Toolbar and Software, you will not export or re-export it, directly or indirectly, to any countries that are subject to United States export restrictions. You further acknowledge that the Toolbar and Software may include technical data subject to export and re-export restrictions imposed by United States law. You agree to comply with all applicable international and national laws that apply to the Toolbar and Software, as well as end-user, end-use and destination restrictions issued by the United States and other governments.

12. General Terms of EULA

The laws of the State of Colorado govern the performance and interpretation of this EULA, without regard to any conflicts of laws provisions.

This EULA, as it may be modified from time to time, constitutes the entire agreement under which ShopAtHome allows you to use the Toolbar and Software. If there are any provisions or clauses in this EULA which may now or in the future be held to be illegal or invalid, only those specific terms shall be deemed unenforceable and the remainder of the EULA shall remain in force.

In addition to any other limitations which may be set forth herein, ShopAtHome shall not be responsible for events which are out of the control of ShopAtHome and which negatively impact the performance or use of the Toolbar and Software, such as acts of God, acts by governmental authorities, or other acts not within the control of ShopAtHome.

The terms of this EULA are in addition to the terms of the Membership Agreement which you agreed to when you became a member in the ShopAtHome program. In the event of any conflict between the terms of this EULA and the terms of the Membership Agreement, the terms of this EULA shall prevail.

[ 1009 ]