Settlement Agreement and Release of Claims

This Settlement Agreement and Release of Claims (the Settlement Agreement or

Agreement) is made effective as of the date all Parties have executed same
(Effective Date), and is entered into by and between (1) AVID LIFE MEDIA, INC.,
an Ontario corporation (ALM), AVID DATING LIFE, INC., an Ontario corporation,
dba Ashley Madison (Avid Dating), COUGAR LIFE, INC. an Ontario corporation
(Cougar Life), ALM LABS, INC., an Ontario corporation, and NOEL BIDERMAN, an
individual, and their affiliates, on one hand (and collectively referred to as Avid),
and (2) DIGISEC MEDIA AS, a ___________ company, DIGISEC LIMITED, a
_____________ company, DIGISEC GLOBAL IPR LIMITED, a __________
company, DIGISEC HOLDING LTD, a __________ company, and SIGURD VEDAL,
an individual, and their affiliates, on the other hand (and collectively referred to as
Digisec). Avid and Digisec will at times hereinafter be referred to collectively as
Parties, and individually as Party (Avid Party(ies) and Digisec Party(ies) as the
case may be). For these purposes, an affiliate is a person or entity controlled by, or
in common control with, any Party, directly or indirectly, by ownership, or being an
officer, or having a management or supervisorial board position.
The Parties agree as follows:
DEFINITIONS
1. Ashley Madison Service means the married-attached dating services offered by Avid
Dating and/or its affiliates throughout the world including that which is made available on
the internet through various uniform resource locators which usually include the word
ashleymadison as the second level domain name, without respect to the country code
level domain name.
2. Shush Image means any image, including that used by Avid to identify its maritalattached dating service as exemplified in the imaged depicted in Exhibit A to this
Agreement, which reflects at least a portion of a womans face with her hand raising her
index finger vertically across the front of her lips. Shush Image shall also include the
image of Noel Biderman with his hand raising his index finger vertically across the front
of his lips, an example of such image depicted in Exhibit B to this Agreement.
3. Ashley Madison Whisper Trade Dress means an image, as exemplified in the image
depicted in Exhibit C to this Agreement, which reflects a woman whispering into a mans
ear from any distance such that the faces of both woman and man are visible with a
hand raised near the lips of the woman whispering.
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4. ASHLEY MADISON Service Mark means the mark ASHLEY MADISON that is
registered with, among other governmental agencies, the United States Patent and
Trademark Office (Registration No. 2812950), and is used to identify the source of
services provided by certain websites operated by Avid Dating, including, but not limited
to ashleymadison.com.
5. The ASHLEY MADISON LIFE IS SHORT. HAVE AN AFFAIR. Mark means the mark
LIFE IS SHORT. HAVE AN AFFAIR. that is registered with, among other governmental
agencies, the United States Patent and Trademark Office (Registration No. 3745718),
and is used to identify the source of the services provided by certain websites operated
by Avid Dating, including but not limited to ashleymadison.com.
6. ASHLEY MADISON Trademarks means, collectively, the ASHLEY MADISON LIFE IS
SHORT. HAVE AN AFFAIR. Mark and ASHLEY MADISON Service Mark.
7. Victoria Milan Service means the married-attached dating services offered by any of
the Digisec Parties and/or any of their affiliates throughout the world including that which
is made available on the internet through various uniform resource locators which
usually include the word victoriamilan as the second level domain name, without
respect to the country code level domain name.
8. VICTORIA MILAN Service Mark means the mark VICTORIA MILAN that is registered
with, among other governmental agencies, the United States Patent and Trademark
Office (Registration No. 4,299,737), and is used to identify the source of services
provided by certain websites operated by certain of the Digisec Parties, including, but
not limited to victoriamilan.com.
9. RELIVE THE PASSION - FIND YOUR AFFAIR Mark means the mark RELIVE THE
PASSION - FIND YOUR AFFAIR that is registered with, among other governmental
agencies, the United States Patent and Trademark Office (Registration No. 4,431,266),
and is used to identify the source of services provided by certain websites operated by
certain of the Digisec Parties, including, but not limited to victoriamilan.com.
10. Challenged Image means the image that has been used on the VictoriaMilan.com and
VictoriaMilan.us websites of a portion of a womans face with her hand raising her index
finger vertically across the front of her lips, as depicted in Exhibit D to this Agreement.
11. Actions means the following proceedings: (1) the litigation brought by ALM and Avid
Dating against Digisec Media AS et al, Case No. 12-CV-08602-JAK (the Avid California

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Action); (2) the litigation brought by Digisec Limited against Avid Life Media et al, Case
No. 13-CV-01849-JAK (the Digisec Action); and (3) any litigation brought by Avid
Dating Life, Inc. against Digisec Media AS, Digisec Ltd. (also known as Digisec Limited),
and Sigurd Vedal in the Ontario Superior Court of Justice (CV-14-495795) (the Avid
Canada Action). (The Avid California Action and the Digisec Action are collectively the
California Actions.)
RECITALS
1. This Agreement has reference to the following recitals.
A. ALM and Avid Dating filed the Avid California Action on October 5, 2012. In the Avid
California Action, ALM and Avid Dating claim among other things the Shush Image as a
trademark for its Ashley Madison Site in, among other places, the U.S. In the Avid
California Action, ALM and Avid Dating allege among other things that Digisec Media and
Sigurd Vedal infringed the Shush Image. In response to the Avid California Action, Digisec
Media and Sigurd Vedal deny all liability and all allegations of wrongdoing.
B. Digisec Limited filed the Digisec Action in March, 2013. In the Digisec Action, Digisec
claims among other things the Victoria Milan Service Mark as a trademark for its Victoria
Milan service in, among other places, the U.S.

In the Digisec Action, Digisec Limited

alleges among other things that ALM, Avid Dating, Cougar Life, ALM Labs, and Noel
Biderman infringed the Victoria Milan Service Mark. In response to the Digisec Action, the
Avid Parties deny all liability and all allegations of wrongdoing.
C.

Avid Dating filed the Avid Canada Action in the Ontario Superior Court of Justice

against Digisec Media AS, Digisec Ltd. (also known Digisec Limited), and Sigurd Vedal
(CV-14-495795) for intellectual property infringement and breach of a confidentiality
agreement, amongst other claims.
TERMS
In light of the definitions and recitals above (which are incorporated by this reference), and
for the consideration set forth below, the Parties further agree as follows:
1. Purpose of Agreement; Representations. This Agreement is entered by the
Parties in good faith for the purpose of settling the Actions. Each of the Avid Parties
represents and warrants that such respective Avid Party controls the content for the
Ashley Madison Service world wide. Each of the Digisec Parties represents and
warrant that such respective Digisec Party controls the content on the Victoria Milan
Service world wide. Each of the Parties represents and warrants that none of them

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has filed any lawsuits, actions, or proceedings against any of the other parties except
those expressly referenced herein.
2. Compromise Only. Each Party acknowledges that this Agreement affects, among
other things, the settlement of claims and defenses in the Actions that are denied
and contested by the other, and that nothing contained herein shall be construed as
an admission of the existence, or lack, of liability or wrongdoing by or on behalf of
any Party.
3. Avid Intellectual Property.
A. Shush Image. Each of the Digisec Parties (1) shall not contest, oppose, or
otherwise challenge any of the Avid Parties trade dress rights in the Shush Image
anywhere in the world, and (2) shall not use, display, or incorporate the Challenged
Image or a Shush Image on any website (specifically including all websites
promoting the Victoria Milan Service) or in any business that any of the Digisec
Parties owns, operates, or controls, directly or indirectly and (3) shall not use,
display, incorporate, or make the subject of any trademark registration or any image
as to give rise to a likelihood of confusion with the Shush Image on any website
(specifically including all websites promoting the Victoria Milan Service) or in any
business that any of the Digisec Parties owns, operates, or controls, directly or
indirectly. For purposes of this provision, the determination of whether such
likelihood of confusion exists under A (3) above shall be made according to the
Lanham Act regardless of whether such infringement occurs inside or outside of the
United States. For the sake of clarification, the images attached hereto as Exhibit E
are prohibited by this provision.
B. Ashley Madison Trademarks. Each of the Digisec Parties (1) shall not
contest, oppose, or otherwise challenge throughout the world the ASHLEY
MADISON Service Mark and/or the LIFE IS SHORT. HAVE AN AFFAIR Mark, and (2)
shall not use, display, or incorporate the ASHLEY MADISON Service Mark and/or the
LIFE IS SHORT. HAVE AN AFFAIR Mark on any website (specifically including all
websites promoting the Victoria Milan Service) or in any business that any of the
Digisec Parties owns, operates, or controls, directly or indirectly, and shall not use,
display, or incorporate the phrase HAVE AN AFFAIR or exact translations thereof in
any trademark, branding, or symbol for Digisec, and (3) shall not use, display,
incorporate, or make the subject of any trademark registration as to give rise to a
likelihood of confusion with the ASHLEY MADISON Service Mark and/or the LIFE IS

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SHORT. HAVE AN AFFAIR Mark on any website (specifically including all websites
promoting the Victoria Milan Service) or in any business that any of the Digisec
Parties owns, operates, or controls, directly or indirectly. For purposes of this
provision, the determination of whether such likelihood of confusion exists under B
(3) above shall be made according to the Lanham Act, regardless of whether such
infringement occurs inside or outside of the United States. Notwithstanding the
prohibitions in this provision 4, each of the Digisec Parties is not prohibited from
making fair use of the Ashley Madison Trademarks. Nothing in this Agreement shall
prohibit Digisec from using the phrase HAVE AN AFFAIR to make a fair use to
describe its service offerings separate and apart from any tagline or trademark use of
that phrase. Notwithstanding the foregoing, Avid agrees not to contest, oppose, or
challenge Digisecs use or registration of the taglines set forth in Exhibit F.
C. Ashley Madison Whisper Trade Dress. Each of the Digisec Parties (1)
shall not contest, oppose, or otherwise challenge any of the Avid Parties trade dress
rights in the Whisper Trade Dress anywhere in the world, (2) shall not use, display, or
incorporate the Whisper Trade Dress on any website (specifically including all
websites promoting the Victoria Milan Service) or in any business that any of the
Digisec Parties owns, operates, or controls, directly or indirectly and (3) shall not
use, display, incorporate, or make the subject of any trademark registration any
image as to give rise to a likelihood of confusion with the Whisper Trade Dress on
any website (specifically including all websites promoting the Victoria Milan Service)
or in any business that any of the Digisec Parties owns, operates, or controls,
directly or indirectly. For purposes of this provision, the determination of whether
such likelihood of confusion exists under C (3) above shall be made according to the
Lanham Act regardless of whether such infringement occurs inside or outside of the
United States.
4. Liquidated Damages for Breach of Provision 3. In the event there is a breach of
provision 3, following the Notice and Cure Provision set forth in provision 14, then, as
liquidated damages without prejudice to filing claims for actual damages in any
instances where such damages based on a breach are ascertainable and exceed
liquidated damages, Digisec shall pay Avid Dating $10,000 for the first of any such
breach established by the arbitrator set forth in provision 14, $25,000 for the second
of any such breach established by the arbitrator set forth in provision 14, and
$100,000 for the third and any subsequent breach established by the arbitrator set
forth in provision 14. The Parties represent, warrant, and agree that the graduated

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payments of $10,000, $25,000, and $100,000 each reflects a reasonable endeavor

by the Parties to estimate a fair average compensation for any loss that may be
sustained as a result of such breaches, the parties acknowledging and agreeing that,
among other things, damages for such breaches likely will increase over time.
5. Digisec Intellectual Property. Each of the Avid Parties shall not contest, oppose or
otherwise challenge throughout the world Digisecs: ( i) VICTORIA MILAN Service
Mark; or, (ii) the RELIVE THE PASSION FIND YOUR AFFAIR mark or close
translations thereof. For purposes of this provision, the determination of whether
such likelihood of confusion exists shall be made according to the Lanham Act,
regardless of whether the infringement occurs inside or outside the United States.
6. Digisec Abandonment of Trademark and Trade Dress Applications and
Registrations. Within twenty (20) days after the Effective Date, the Digisec Parties
shall cause to be filed express abandonments of the Trademark Applications or shall
surrender the Trademark Registrations, as applicable, that are identified in Exhibit G
hereto, and shall take any and all other actions as are required to surrender and
abandon same.
7. Avids Consent to Digisecs New Images. Avid consents to the Digisec Parties
use, and shall not contest, oppose, or otherwise challenge, anywhere in the world,
use of the two images attached hereto as Exhibit H. Avid acknowledges that use of
such image is not a breach of this Agreement.
8. Phase Out: Digisec shall phase out and cease all conduct that is prohibited by this
Agreement, specifically including in provision 3 above, including its use of the
Challenged Image, within three months after the Effective Date. Digisecs right to
phase out conduct prohibited by this Agreement does not extend to conduct that is
not occurring at the time the Agreement is effective. For the avoidance of doubt, no
Notice of Dispute (as defined below) shall be delivered to the Digisec Parties until
three months from the Effective Date except for conduct that is not occurring at the
time the Agreement is effective. Avid shall not use in Denmark, Finland, Iceland,
Norway, or Sweden the exact image or a modification thereof of the image attached
hereto as Exhibit I for a period of three years following the Effective Date.
9. Domain Names. To the extent any of the Avid Parties owns any domain names
incorporating the term Victoria Milan, or any other mark of Digisec that any of the
Avid Parties is aware of, or any misspelling or variation thereof, each such Avid Party

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shall transfer such domains within thirty (30) days to Digisec. To the extent any of
the Digisec Parties owns any domain names incorporating the term Ashley Madison,
or any other mark of Ashley Madison that any of the Digisec Parties is aware of, or
any misspelling or variation thereof, each such Digisec Party shall transfer such
domains within thirty (30) days to the applicable Avid Party.
10. Other Intellectual Property.
a. Avids Intellectual Property. Each of the Digisec Parties shall discontinue
engaging, and shall not forthwith engage, in any conduct that infringes the
copyrights, trademarks, or trade dress of the Avid Parties, no matter the media or
jurisdiction where the infringement occurs. Each of the Digisec Parties
represents that it is unaware of its engaging in any conduct that constitutes an
infringement of any material owned by any of the Avid Parties.
b. Digisec Intellectual Property. Each of the Avid Parties shall discontinue
engaging, and shall not forthwith engage, in any conduct that violates the
copyrights, trademarks, or trade dress of the Digisec Parties, no matter the
media or jurisdiction where the infringement occurs. Each of the Avid Parties
represents that it is unaware of its engaging in any conduct that constitutes an
infringement of any material owned by any of the Digisec Parties.
11. Keyword Purchasing. The Avid Parties will refrain from purchasing search engine
keyword advertising that utilize or incorporate the Digisec Parties Victoria Milan
Service Mark, or confusingly similar mis-spellings thereof. The Digisec Parties will
refrain from purchasing search engine keyword advertising that utilize or incorporate
the Ashley Madison Service Mark, or confusingly similar mis-spellings thereof.
12. [DIGISECS WILLINGNESS TO AGREE TO A PROVISION ALONG THESE LINES
IS EXPRESSLY CONDITIONED UPON AVIDS AGREEMENT TO THE REMAINER
OF THIS AGREEMENT AS CURRENTLY DRAFTED.] Notice of New Victoria
Milan Websites. If a Digisec Party intends to publish and promote the Victoria Milan
Service over the internet in a specific country or countries with a country or countries
specific website which does (do) not have a country or countries specific Victoria
Milan website as of the earliest date any Party hereto has executed this Agreement,
then one or more of the Digisec Parties shall give two weeks prior notice to the Avid
Parties. Such notice shall be specifically for the purpose of enabling the Avid Parties
to monitor and reduce the likelihood of any Digisec Partys potential breach of this

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Agreement, and Avid shall treat such information as a trade secret, shall maintain the
confidentiality of any information received through this provision, shall not use this
information for any unlawful purposes, and shall only disseminate the information to
the Avid executives or employees necessary to determine whether Digisec intends to
breach this Agreement. With each such notice, the Digisec Parties shall provide the
Avid Parties with a color copy of the country or countries specific homepage with
which it intends to publish or launch with respect to such specific country or
countries. For the avoidance of doubt, an example of a country-specific homepage is
attached hereto as Exhibit J. A list of the specific countries with Victoria Milan Service
websites on the first date a Party has executed this Agreement (as shown on the
Victoria Milan homepage) is attached hereto as Exhibit K.
13. Dismissal. Within five (5) business days after execution of the Settlement
Agreement, the Parties shall (a) prepare, execute, and file a Stipulation for
Dismissal, with prejudice, of the California Actions, each side to bear its own
attorneys fees and costs, and (b) prepare, execute, and file the necessary
documents to dismiss the Avid Canada Action with prejudice.
14. Dispute Resolution. Each Party commits to operate its business ethically and in
the spirit of good faith and fair competition in the future. In the event that the Parties
have a controversy or claim(s) arising out of or relating to this Agreement, including
the breach thereof, or to any other subject matter (Dispute), the complaining Party
shall provide written notice of such dispute (Notice of Dispute) to the allegedly
breaching Party by sending said Notice of Dispute to the persons and Parties listed
in Section 15. Any one Notice of Dispute shall incorporate all issues that the Party
may have with the other party existing or believed or suspected to exist at the time
the Notice of Dispute is served upon the opposing party. For the first three Notice(s)
of Disputes, upon receipt of the respective Notice of Dispute, the allegedly breaching
Party shall have five (5) business days to cure said dispute. After three Notices of
Dispute that comply with this Agreement have been sent to one Party and such Party
cures or has had a resolution of such Notices of Dispute resolved against that Party,
then such Party shall no longer be afforded time to cure the basis for any fourth or
subsequent dispute. Of the first three disputes, if the allegedly breaching Party cures
said dispute within the allotted time, such Party shall not be subject to any liability
under this Agreement or any other law. For the first three Disputes, if the Dispute is
not resolved following the Notice of Dispute, the parties will endeavor to resolve such
Disputes through good faith business discussions between the Parties respective

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principals. Any Disputes that remain shall be determined by arbitration administered

by the International Centre for Dispute Resolution (ICDR) in accordance with its
International Arbitration Rules. The number of arbitrators shall be one. The place of
arbitration shall be London, England, and the language of the arbitration shall be
English. The arbitrator shall issue a final award on the merits within 60 days after the
arbitrators appointment, and any hearing on the merits shall be limited to five day,
which shall be consecutive if possible. If the Parties are unable to agree on a choice
of arbitrator with experience within thirty (30) days, one arbitrator with experience in
trademark matters or the subject matter of the dispute, if the dispute is not based
upon the parties trademarks, shall be selected by the ICDR. Any arbitration
proceeding shall incorporate all issues that the Party seeking arbitration may have
with the other party existing or believed or suspected to exist at the time the
arbitration proceeding is commenced. The arbitrator shall award to the prevailing
party, if any, as determined by the arbitrator, its costs and expenses, including
attorneys fees, travel and lodging. Judgment upon any award rendered by the
arbitrator may be entered in any court of competent jurisdiction, and the nonprevailing party shall bear the cost, including attorneys fees, of any enforcement
proceedings. Upon filing of the arbitration proceeding, the Parties shall deposit in an
escrow account or with the American Arbitration Association (AAA) or ICDR
sufficient funds to cover the legal fees of the opposing party to cover the award of
fees and costs to the prevailing party of the arbitration.

In addition to the authority

conferred on the arbitrator by the above-designated rules, the arbitrator shall have
the power to grant any provisional measure deemed appropriate, including, but not
limited to, provisional injunctive relief. With respect to substantive law, the Parties
will attempt to agree in good faith regarding the applicable law, and if they are unable
to agree, the question of controlling law shall be determined by the arbitrator; unless
the substantive law is prescribed under this Agreement, such arbitrator shall
determine the choice of law by determining the nation to which the allegedly
infringing content is being directed. Notwithstanding the immediately preceding
sentences of this provision 13, United States substantive law will apply exclusively
with respect to the interpretation and enforcement of provision 4 above. For the
avoidance of doubt, this Provision 13 prohibits any Party from splitting or otherwise
breaking up claims or disputes into multiple Notices of Dispute or arbitration
proceedings. By way of example, the parties acknowledge and agree that the use of
one allegedly infringing image by a Party in multiple jurisdictions during overlapping
periods of time shall be the subject of one Notice of Dispute and/or arbitration

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proceeding. Further, if multiple Disputes are occurring simultaneously, the Parties

agree that such disputes shall be the subject of one Notice of Dispute or arbitration
proceeding; provided, however, that the Party giving Notice under this Provision 13 is
under no obligation to join in a single Notice of Dispute conduct of which it is not
actually aware. By way of further example, if one Party claims that another Party is
breaching this Agreement by using a website that features two infringing images and
also is breaching the Agreement by publishing on that website content that is copied,
such alleged breaches shall be the subject of one Notice of Dispute and/or arbitration
proceeding. No information concerning any arbitration, beyond the names of the
Parties and the relief requested, may be unilaterally disclosed to a third party by any
Party unless required by law. Any documentary or other evidence given by a Party
or witness in the arbitration shall be treated as confidential by any Party whose
access to such evidence arises exclusively as a result of its participation in the
arbitration, and shall not be disclosed to any third party (other than a witness or
expert), except as may be required by law.
15. Release from Claims.
a. Except for the obligations set forth herein, upon the Effective Date, the Avid
Parties and any other entity that operates Ashley Madison Service, on behalf of
themselves, and each of its/his/their parents, affiliated corporations, companies,
divisions, officers, and directors, as well as on behalf of Noel Biderman (the Avid
Releasing Parties) hereby release, acquit, and forever discharge Digisec Media
AS, Digisec Limited, and Sigurd Vedal, and each of its/his/their respective
parents, subsidiaries, and affiliated entities, including Vedal Holding AS, Digisec
Holding Ltd., Digisec Media Ltd., Digisec Nordic IPR Ltd., Digisec Global IPR
Ltd., Digimatch Holding Ltd., and the present and former officers, directors,
shareholders, partners, managers, members, employees, agents, insurers, and
attorneys of each of the foregoing persons and entities, and, where applicable,
their respective predecessors, heirs, executors, assigns, successors,
administrators, and representatives, and each of them, of and from any and all
causes of action, claims for relief, lawsuits, charges, or complaints which the Avid
Releasing Parties or any one of them hold in connection with the claims which
were or could have been alleged in the Avid California Action and Avid Canada
Action, known or unknown, and/or which exist based on circumstances that have
occurred prior to or as of the Effective Date.

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b. Except for the obligations set forth herein, upon the Effective Date, the Digisec
Parties and any other entity that operates the Victoria Milan Service, on behalf of
themselves, and each of its/his/their parents, affiliated corporations, companies,
divisions, officers, and directors, (the Digisec Releasing Parties) hereby
release, acquit, and forever discharge Avid Life Media, Inc. Avid Dating Life, Inc.,
Cougar Life, Inc., ALM Labs, Inc., and Noel Biderman, and each of its/his/their
respective parents, subsidiaries, and affiliated entities, and the present and
former officers, directors, shareholders, partners, managers, members,
employees, agents, insurers, and attorneys of each of the foregoing persons and
entities, and, where applicable, their respective predecessors, heirs, executors,
assigns, successors, administrators, and representatives, and each of them, of
and from any and all causes of action, claims for relief, lawsuits, charges, or
complaints which the Digisec Releasing Parties or any one of them hold in
connection with the claims which were or could have been alleged in the Digisec
Action, known or unknown, and/or which exist based on circumstances that have
occurred prior to or as of the Effective Date.
16. Section 1542 Waiver. Each Party acknowledges the risk that subsequent to the
Effective Date, a Party may discover facts or may incur, suffer, or discover losses,
damage, or injuries that are unknown and unanticipated at the time this Agreement is
signed, which if known by such Party on the date of this Agreement, may have
materially affected its decision to give the release contained in this Agreement.
Despite this knowledge and understanding, each Party hereby assumes the risk of
such unknown and unanticipated facts, and, except as otherwise provided in this
Agreement, hereby waives any alleged right to set aside or rescind this Agreement
and any and all rights under California Civil Code 1542 (and similar laws in other
jurisdictions) to the extent such section applies to the releases herein, which section
has been duly explained to and is understood by each Party, and which reads as
follows:
A general release does not extend to claims which
the creditor does not know or suspect to exist in his or
her favor at the time of executing the release, which if
known by him or her must have materially affected his
or her settlement with the debtor.

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17. Notices and Timing of Notices. When notice or communication is required by this
Agreement, such notice must be made at least by electronic mail to the following
designees:
For ALM, Avid Dating, Cougar Life, ALM Labs, Inc., and/or Noel Biderman: Noel
Biderman, Chief Executive Officer, Avid Life Media, Inc.,
noel.biderman@avidlifemedia.com; Avi.Weisman@avidlifemedia.com, General
Counsel, Avid Life Media, Inc.; and Seth Gold, Esq., K&L Gates, LLP,
seth.gold@klgates.com and Christina Goodrich, Esq., K&L Gates, LLP,
christina.goodrich@klgates.com.
For Digisec Media AS, Digisec Limited, and Sigurd Vedal: Sigurd Vedal, Digisec
Media AS, Digisec Limited, sigurd.vedal@digisecmedia.com , and Raffi V.
Zerounian, Esq., rzerounian@gmail.com.
Notice shall be deemed to occur on the day it is sent electronically, unless it is sent after
10 a.m. U.S. and Canada Eastern Time, in which it case it shall be deemed to occur on
the business day immediately following the day it was sent. Either Party may change
the e-mail addresses and/or addresses for notice under this Agreement by providing
written notice of such new e-mail addresses to each of the recipients listed in this
Paragraph, or as subsequently designated under this procedure.
18. Binding Effect. The terms herein are binding on and inure to the benefit of the Parties
successors, affiliates, and assignees (including any successor to any Partys business or
to all or substantially all of such Partys assets). Notwithstanding the foregoing, this
Agreement shall not be assigned by any Party without the consent of the other nonassigning Parties, except in connection with a sale of a given Partys entire business or
all or substantially all of its assets or a transaction between or among any of the Avid
Parties, or a transaction between or among any of the Digisec Parties.
19. Choice of Law. All questions with respect to the construction of this Agreement shall be
governed by the substantive laws of the State of California.
20. Entire Agreement. This Agreement represents the entire agreement among the Parties
with respect to its subject matter and supersedes, merges, and voids all prior and
contemporaneous oral and written agreements and discussions with respect thereto.
Each of the Parties covenants that it has not entered into this Agreement as a result of,
or reliance on, any representation, agreement, inducement, or coercion, except to the
extent specifically provided herein, that it has the power to enter into such Agreement,

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and that it has does not have any contractual obligations that would conflict with its
obligations herein. Each Party further covenants that the consideration recited herein is
the only consideration it is receiving for entering into this Agreement, and that no
promises or representations of other or further consideration have been made by any
person. This Agreement has been the subject of negotiations and discussions by and
between sophisticated Parties, which the Parties acknowledge were at arms length and
conducted by the Parties and their counsel. It has been and shall be construed to have
been drafted by all the Parties to it, so that any rule of construction construing
ambiguities against the drafter shall have no application to this Agreement.
21. Fees and Costs. Each Party shall bear its own attorneys fees and costs in connection
with this dispute and the settlement thereof. In any suit to enforce this Agreement after a
final judgment of the assigned arbitrator or court, the prevailing Party shall be entitled to
recover its reasonable attorneys fees and costs from the Party determined to have
breached this Agreement.

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PARTY SIGNATURES IN ACKNOWLEDGEMENT OF THE FOREGOING

EACH PARTY HAS READ THE FOREGOING SETTLEMENT AGREEMENT AND
RELEASE AND ACCEPTS AND AGREES TO THE PROVISIONS CONTAINED
THEREIN AND HEREBY EXECUTES IT VOLUNTARILY AND WITH FULL
UNDERSTANDING OF ITS CONSEQUENCES.

Dated: January

, 2014

AVID LIFE MEDIA, INC.

By:____________________
Name: Noel Biderman
Its: Chief Executive Officer

Dated: January

, 2014

AVID DATING LIFE, INC.

By:_____________________
Name:Noel Biderman
Its: Chief Executive Officer
Dated: January

, 2014

COUGAR LIFE, INC.

By:_____________________
Name:Noel Biderman
Its: Chief Executive Officer
Dated: January

, 2014

ALM LABS, INC.

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By:_____________________
Name:Noel Biderman
Its: Chief Executive Officer
Dated: January

, 2014

NOEL BIDERMAN

By:_____________________
Name:Noel Biderman

Dated: January

, 2014

DIGISEC MEDIA AS

By:____________________
Name: Sigurd Vedal
Its: Chief Executive Officer

Dated: January

, 2014

DIGISEC LIMITED

By:_____________________
Name:___________________
Its:______________________

Dated: January

, 2014

SIGURD VEDAL

!15

By:_____________________
Name: Sigurd Vedal

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Exhibit F
Gjr livet levende ha en affre (Norwegian/Norway)
Gjr livet levende - Ha' en affre (Denmark/Danish)
Gr livet levande - Ha en affr (Sweden/Swedish)
Elvyt Intohimosi - Hanki Salasuhde (Finland/Finnish)
Herleef de passie - Begin een Affaire (Netherland/Dutch)
Revive la Pasin - Encuentra tu Aventura (Spain/Spanish)
Lebe deine Leidenschaft - Find` deine Affre (DACH/German)
Reviva a paixo - Encontre um amante (Portugal & Brasil/Portuguese)
Riscopri la Passione - Vivi un'avventura (Italy/Italian)
Uwolnij pasj - Znajd romans (Poland/Polish)
Revivez la Passion - Trouvez une affaire (France/French)
Zaij zas ve - najdi si milence, milenku (Czeck republic/Czech)
Prei znovu ve - Njdi si afrku (Slovakia)
- (Japan/Japanese)

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Exhibit I

!18

Exhibit J

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