Attention: This Agreement is supplemented by and includes, by incorporation by reference, the terms and conditions of the MSN Network Agreement (“MSN Addendum”). Capitalized terms used below will have the same meanings ascribed to such terms under the MSN Addendum, unless specifically provided otherwise.

By accepting the terms and conditions of this Trial Hosting Agreement (“Agreement”) you are agreeing to be legally bound to perform and adhere them, and IM Interactive Corp. (the “Company”) shall have all legal rights and remedies available to it to enforce the terms. This document concerns your use of the Messenger BOT Access Service provided to you by IM Interactive Corp., a Connecticut company (the “Company”).

1. Right to Use MSN Messenger Network and IMProv Products and Services.

1.1 Your right to use the Microsoft Service(s) is subject to your agreement with the Company, and to your understanding of, compliance with and consent to the following terms as set forth in the MSN Addendum, which form a part of your Agreement with the Company, and which Company does not have authority to vary, alter or amend. In addition, your rights to use the Microsoft Messenger Service, the Bot Server and the SDK and other available development tools and utilities (collectively, the “IMProv Services and Products”) are subject to the following restrictions and limitations:

a) Use of the IMProv Services and Products is limited to the Trial Period. The Trial Period shall be for such period of time specified in the program acceptance and confirmation notice specified by the Company (“Company Confirmation”), from time to time.

b) For each Bot, you will be limited to the permitted number of sessions and/or alerts per month to Opted-in End Users as specified by the Company in the Company Confirmation. Opted-in End Users means End user Messenger client users that initiate an instant messaging session with the Bot through their own volition, include the Bot’s Microsoft Messenger service identity into their buddy list or directory, or otherwise provided advance and currently valid permission at the time of use to send solicitations or initiate sessions with End User. In the case of pre-approved lists, by submitting or using any such list, you hereby represent and warrant that the End Users of such identities have specifically provided approval for solicitation.

(c) The Company reserves the right, in its sole and absolute discretion, to terminate your access to the IMprov Services and Products at any time, with or without notice.

(d) You understand that the Company makes NO REPRESENTATIONS OR WARRANTIES regarding any of the IMProv Services or Products, including, but not limited to, suitability for a particular purpose, defects, infringement or merchantability or any other matter. All IMProv Services and Products are provided on an AS IS, ALL FAULTS BASIS.

1.2 In regards to any IMProv Service or Product manufactured, sold, distributed, leased or licensed by a third party, such as, but not limited to, third party SDKs, software, utilities or the like (“Third Party Services and Products”), you understand and agree to any terms and conditions of use and licensure that they shall impose as specified in the accompanying documentation, or software, such as an End-User License (or EULA).

1.3 you understand and agree to receive from the Company, up to and subject to the extent of the Company’s rights and authority to redistribute and re-license the same a personal, non-transferable and non-exclusive, revocable and conditional license to use the Products and Services, subject to the following conditions:

(i) You agree to use the IMProv Products and Services under and pursuant to the Trial Hosting program solely for your own personal use and not for any commercial use strictly for the purposes of developing instant messaging applications and Bots that will operate on the MSN Messenger Service in accordance with the limitations and restrictions of use imposed by the Company under this Agreement and the MSN Addendum;

(ii) You agree the you will not reverse engineer, copy, or decompile any of the IMProv Products, including software programs, for any purpose whatsoever;

(iii) You covenant and agree that you will not attempt to patent, or otherwise impair or contest the Company’s rights to patent, any inventions, discoveries, novelties or improvements that are dependent upon or are derived from any of the IMProv products and services, except that nothing herein shall impair your rights to patent inventions on any subject matter that does not relate to IM Prov Products and Services licensed, used, accessed or disclosed to you.

(iv) The Company may, at ay time, with our without notice, terminate your license to use the any or all of the IMProv Services or Products. Without limiting the foregoing, in the event the Company’s rights with respect to any Third Party service or Product is terminate, your license as granted hereunder shall; automatically terminate commensurate with such termination without notice.

2. BOT Server and Hosting. You acknowledge and agree that performance or other problems associated with one or more of the IMProv Products or Services may impact your use of the Microsoft Messenger Service. You also acknowledge and agree that the Company makes no representations, guarantee or warranties, express or implied, regarding operational uptime, equipment, connectivity, communications or power reliability, virus protection, security or any other protections or safekeeping from third party malicious acts,. or any other forms the BOT Server is only authorized for use with the Messenger BOT Access Service pursuant to the terms of this agreement, and may not be used as simply a conduit to connect with the Microsoft Messenger Service. You understand that the Company makes no guarantee regarding the availability or suitability of bandwidth, processing resources, or other matters within or connecting to the Company’s hosting environment and/or services, and in the vent of any failure or interruption of service for any reason whatsoever, the Company will have no liability to you.

3. Suitability, Compliance, and Infringement. You are solely responsible for determining the suitability of the IMProv Products and services for use for your development and testing and for your business purposes, and for compliance with any legal, regulatory and/or other requirements applicable to you. You represent and warrant to the Company that your IM applications and Bot programs or the use thereof do not infringe upon the patent, copyright or other intellectual property rights of any person or party, and you agree to hold harmless, defend and indemnify the Company and its Third Party Suppliers against any and all claims, causes of action, losses, expenses, injuries, damages and awards suffered as a result of your infringing upon the patents, copyrights or other intellectual property rights of any third party. You understand and agree that we may respond to any request for information regarding your identity made by a party claiming infringement, and furnish such information to them without liability to you.

4. General Privacy Requirements. Beginning on the date that The Company begins to provide the Microsoft BOT Access Service to you, you will have a privacy policy in place governing your use of End Users’ personal information that meets or exceeds all applicable laws, rules or regulations governing the use of such information. You will post or cause to be posted your privacy policy on the web pages associated with the Hosted Service(s) in a manner that makes the privacy policy conspicuous and readily accessible to End Users including, ready accessibility from portions of the Hosted Service(s) where personal information is actually collected. In addition, you will comply with industry-standard privacy guidelines and practices including, all guidelines and practices recommended by the Online Privacy Alliance and/or TRUSTe.

5. Collection of Service User Information. You shall not collect, retain or otherwise use any End User Information through use of any IMProv Services or Product without (i) obtaining express consent from such End User outside the Microsoft Messenger Service through an “opt-in” mechanism; and (ii) providing notice to the End User in each instant messaging session regarding the nature of Company’s retention, collection or use of the Service User Information.. Nothing in these Terms restricts you from collecting, saving and using any data you independently collect directly from an End User in accordance with your own privacy policy and applicable law, regardless of whether such information is duplicative of Service User Information.

6. Restrictions on Use of Service User Information. (a) To enable you to deliver products and services requested by End Users, the Microsoft may need to transmit certain End-- User Information to the Company from time-to-time. You understand that the Company will comply with the certain privacy policies that are consistent with those of the instant messaging network provider. To ensure these commitments are kept, unless you have obtained rights to collect, save and use End User data as provided above, or have obtained End User consent, you will: (1) Only use End-User Information to deliver the products and services requested or authorized by an End User, and not use such information for any purpose beyond providing the specific product or service authorized by the End User (i.e., secondary use); and (2) Not assign, transfer, share, transmit or publicly disclose End User Information or any identifiable information derived from the IMprov Service or Products to any third party except as expressly permitted by Section 6(b) below.

(b) You may transmit End User Information to third parties (e.g., shipping service providers), but only for the purpose of allowing such third parties to participate in the delivery of a product or service requested by an End User. You will only transmit such End user Information as is reasonably necessary for such third parties to receive in order to deliver the product or service requested by the End User. You will make commercially reasonable efforts to ensure any such third party receiving the information will: (1) use it solely for the purpose of delivering the product or service requested by the End User; and (2) protect the privacy and security of End User Information according to standards at least as protective as the terms set forth in this Section 6.

(c) You will protect End User Information in a manner consistent with your privacy policy and any applicable law, rule or regulation.

7. Security. You will take all commercially reasonable security and other measures to protect End-User Information from unauthorized access, use, disclosure, alteration and destruction. In addition, you agree that you shall not attempt to access any system, equipment or data or information maintained by the Company through any means other than through means specifically authorized by the Company. In the case of inadvertent access or disclosure to any information or data which is not owned or permitted to be disclosed by you, you agree not copy or use the information for any purpose whatsoever and agree to notify the Company of any such breach. You agree that you will introduce and software programs, executables, or other agents into the IMProv system, servers, equipment or environment that will result in such systems, servers, equipment being impaired, degraded, injured, or compromised in any way. You agree that you will follow and adhere to the security policies and procedures imposed by the Company from time to time, and you understand that they may change from time to time. You agree that you will not share any pass keys, security codes or other security information with any person other than employees or your agents that have been specifically authorized for bona-fide purposes within your business, and have agree to the terms and conditions of this Agreement. You also agree that you will promptly apply and/or install all hot fixes, updates, and patches that may be issued for any of the IMProv Services or Products.

8. No Illegal or Adverse Use. You may not use the IMProv Services or Products to plan, facilitate, solicit, aid or engage in any act or conduct which is unlawful in any jurisdiction in which you, any End Users, or the Company or any of its employee, agents, assets or properties are located or its business or communications are conduct in, by or through..

9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL LOGOS, INFORMATION, MATERIALS, SOFTWARE OR SERVICES ARE PROVIDED BY COMPANY AND ITS THIRD PARTY SUPPLIERS (INCLUDING MICROSOFT CORPORATION) (COLLECTIVELY, “COMPANY DELIVERABLES”) ON AN “AS IS” BASIS AND COMPANY AND ITS SUPPLIERS (INCLUDING MICROSOFT CORPORATION) EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE COMPANY DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR RESULTS TO BE OBTAINED BY YOU AND END USERS IN CONNECTION WITH THE USE OF THE MESSENGER BOT ACCESS SERVICE.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS THRID PARTY SUPPLIERS (INCLUDING MICROSOFT CORPORATION, AKONIX CORPORATION) BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY OF THE IMPROV SERVICES OR PRODUCTS, EVEN IF THE COMPANY OR ITS THIRD PARTY SUPPLIERS (INCLUDING MICROSOFT CORPORATION) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

11. Microsoft is a Third Party Beneficiary; Liability for Breach. You agree that any and all Third Party Suppliers for which you have used or accessed their IMPROV Services or Products are third party beneficiaries to this Agreement. In addition to any liability you may have to the Company, you will also be legally responsible directly to such Third Party Suppliers for any breach of this agreement.

12. Governing Law, Etc. This Agreement shall be governed by the substantive laws of the State of Connecticut, without regard to its choice of law provisions. You agree that any claims or disputes between the Company and you arising out of the subject matter of this Agreement or IMProv Services or Products shall be exclusively adjudicated by a federal or state court located within Connecticut, irrespective of convenience of forum, and you irrevocably submit to the personal jurisdiction of such courts. You agree that if you commence any action or proceedings in any jurisdiction other than Connecticut, the Company shall have the right, upon motion therefor, to have such matter dismissed without prejudice to the parties.
13. No Assignment. This Agreement may not be directly or indirectly assigned by you to any other party without the Company’s consent.

14. Severability. If any provision of this Agreement is adjudged to be unenforceable, voud or invalid, such unenforceability shall not render any of the other provisions of this Agreement unenforceable, void or invalid, and the provision so effect shall be construed in such a manner as to render the provision enforceable while retaining to the greatest extent legally possible the original intended effect of such provision.

15. Amendment and Merger. Any written or oral representations, whether express or implied, made by the Company regarding the subject matter of this Agreement shall be of no force or effect and is deemed superseded by the terms and conditions of this Agreement. Except as specifically provided in this Agreement, you agree there are no other agreements, promises, or arrangements n effect, and the terms and conditions of this Agreement may not be modified or changed except by means of a written agreement made and delivered by the parties.

16. Notices. You agree that the Company may deliver notice to you by means of e-mail, postal services, facsimile or overnight carrier using such addressing information furnished by to the Company from time to time. You agree that it is your responsibility to notify and correct your address and contact information. You agree that you will be deemed to receive notice once the Company send the notice via a communication facility that enables that delivery of the notice, including over telephonic or other public or private communications systems, or is deposited with a post carrier or carrier service responsible for its delivery. You agree that you will send any notices to the Company by means of written notice, sent by US Mail or Foreign Mail Service (if out of the nited States), postage pre-paid, return receipt requested, to the following address:

IM Interactive Corp.
11 Asylum Street, 4th Floor
Hartford, Connecticut 06103
Attention: Legal Department

You agreed that notice to the Company will be deemed delivered upon the Company’s actual physical receipt of such written notice.

17. Means of Acceptance. You agree that your acceptance and agreement to be bound by the terms of this Agreement may be evidenced by an electronic signature or other electronic event that indicates your voluntary acceptance and agreement. This may include checking an electronic acceptance box on a web page that states you are agreeing to the terms of this Agreement and submitting the data to the Company by means of executing one or more control functions such a “submit” data button control operated or initiated from the web page, or other similar means. You agree that the Company’s routine collection and storage of such information is prima facia evidence of your acceptance and agreement to be bound, that the use of your pass code or other uniquely identifying information submitted in connection therewith or prior thereto is sufficient to establish your identity and you waive any and all defense to the validity, existence or enforceability of this Agreement as between the Company and you on the grounds of improper or fraudulent identity, or legally insufficient signatures. You also agree that facsimile signatures are sufficient and good evidence of acceptance and shall have the same legal import as original signatures.

18. Use of Company Logos and Trademarks. For so long as this Agreement is in effect and provided you use the same in accordance with the terms hereof, you shall have the limited, non-exclusive right to use the Company’s Logos and Trademark’s on your web site and in advertising literature solely for the purposes of identity the source and origin of your goods and services. You agree that we shall have the right to require you to prominently display an html link “Powered by the MSN IMProv Center” In your Bot sessions, and you agree not to remove or obscure such links or attributions. You agree that you will adhere to any trademark or logo advertising use policies and rules that the Company may disseminate from time to time.