SOFTWARE LICENSE AGREEMENT

This License AGREEMENT (the "AGREEMENT") is a legal agreement between you (either an individual or single entity, including, but not limited to a Corporation, LLC, LLP, Partnership, Sole Proprietorship) ("User") and QuinStreet, Inc., a Delaware corporation ("Vendor"). BY DOWNLOADING THIS SOFTWARE YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.

1. LICENSE

Vendor grants User a nontransferable and nonexclusive right and license, without the right to grant sublicenses, to use the following software DHTML Hierarchical Menus Version 6 together with any revisions or bug fixes made generally available for Version 6, but not successor updates or versions (the "Software") pursuant to the terms of this Agreement. User may use the Software solely on one (1) Internet Web site. Except as specified above, the User shall not sell, assign, disseminate or otherwise make available any portion of the Software to any entity other than a successor in interest to User.

2. TERM

This Agreement is effective from the date on which the User downloads the software.

3. ARCHIVAL COPIES AND COPYRIGHT NOTICE

The User may make archival copies of the Software solely for the User's safekeeping or backup purposes. The User shall safeguard all copies of the software against unauthorized disclosure.

The Software shall always contain the following copyright notice: DHTML HierMenu Code version 6 Copyright © 2004 Peter Belesis. All Rights Reserved. Available solely from QuinStreet, Inc. under exclusive license. Contact MemberSupport@internet.com for more information.

4. VENDOR WARRANTY

Vendor represents that it has the right to grant this License. Any rights not granted to User are expressly reserved for Vendor. THE SOFTWARE IS LICENSED "AS IS" AND THE WARRANTY SET FORTH IN THIS SECTION 5 IS THE ONLY WARRANTY MADE BY THE VENDOR. VENDOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL VENDOR BE LIABLE FOR LOST PROFITS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

5. USER OBLIGATIONS

User shall not acquire any proprietary rights in the Software. User shall only use the Software pursuant to the terms of this License and shall not modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or remove any proprietary notices on the Software. Notwithstanding the foregoing, User may make minor modifications to the Software to conform the Software to User's application, provided that User agrees to assign all right and interest to the modifications to Vendor, at no cost. User acknowledges that the source code of the Software is confidential and proprietary information of Vendor and will not disclose such information to any third party.

6. INDEMNIFICATION/LIMITATION OF LIABILITY

A. THE SOFTWARE PROVIDED ON AN "AS IS" BASIS, AND USER'S USE THEREOF IS AT ITS OWN RISK. VENDOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VENDOR DOES NOT WARRANT THAT THE SOFTWARE WILL PERFORM IN A PARTICULAR WAY OR WILL BE ERROR-FREE.

UNDER NO CIRCUMSTANCES SHALL EITHER VENDOR OR ITS SUPPLIERS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE, OR FOR ANY LOST REVENUES, LOST PROFITS OR LOSS OF BUSINESS REGARDLESS OF THE CAUSE OF ACTION, AND WHETHER OR NOT FORESEEABLE. In addition, Vendor and its suppliers will not be responsible for any damages, losses, expenses or costs that User suffers as a result of any use of the Software.

B. User agrees to defend, indemnify and hold Vendor harmless from and against any claim, suit, demand, or other costs arising from its breach of this Agreement.

7. SUCCESSORS

This Agreement shall be binding upon the successors of each party.

8. ASSIGNMENT

No assignment shall be made by User, except for an assignment to a successor in interest to User. Vendor may assign this Agreement freely. Any assignment in violation of this Agreement shall be null and void.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties consent to the exclusive jurisdiction of the state and federal courts of California having jurisdiction over San Mateo County for any matter arising pursuant to this Agreement.

10. ENTIRE AGREEMENT

This is the entire agreement between the parties with respect to this matter and supercedes all prior understandings and may not be modified or amended without a subsequent writing between the parties.