End user agreement for Dogpile Search Toolbar
Downloadable Toolbar Membership and License Agreement
Welcome to InfoSpace, Inc.'s ("InfoSpace") Downloadable Toolbar! This Membership and License Agreement ("Agreement") describes the terms and conditions that govern your use of the Downloadable Toolbar service and related InfoSpace and all third-party content and software accessible through or with the Downloadable Toolbar web site (as defined below) (collectively, the "Downloadable Toolbar").
BY INSTALLING OR USING THE DOWNLOADABLE TOOLBAR, THE INDIVIDUAL LICENSING THE DOWNLOADABLE TOOLBAR ("MEMBER" OR "YOU") CONSENTS TO BE BOUND BY ALL PORTIONS OF THIS AGREEMENT AND ALL APPLICABLE POLICIES AND GUIDELINES WHICH MAY BE UPDATED FROM TIME TO TIME AND POSTED ON THE INFOSPACE WEB SITE LOCATED AT http://www.dogpile.com/info.dogpl/ OR ANY SUCCESSOR TO IT ("DOWNLOADABLE TOOLBAR WEB SITE"). ALL SUCH POLICIES AND GUIDELINES ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR, INSTALL, OR USE THE DOWNLOADABLE TOOLBAR. IF YOU HAVE ALREADY REGISTERED OR INSTALLED THE DOWNLOADABLE TOOLBAR, IMMEDIATELY TERMINATE YOUR USE OF THE DOWNLOADABLE TOOLBAR.
1. Acceptance of Participation Terms
The Downloadable Toolbar is provided to you under the terms and conditions of this Agreement and any policies or guidelines applicable to the Downloadable Toolbar that may be posted by InfoSpace on the Downloadable Toolbar Web Site from time to time. Unless explicitly stated otherwise, any new features or software that augment or enhance the current version of the Downloadable Toolbar, including, without limitation, upgrades, fixes or enhancements, shall be subject to this Agreement.
a. InfoSpace grants to Member a limited, revocable, non-exclusive and non-transferable license to reproduce and use solely for personal purposes the executable code version of the Downloadable Toolbar software. This license does not entitle Member to receive from InfoSpace any hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Downloadable Toolbar.
b. Except as otherwise expressly permitted in this Agreement, Member may not: (i) modify or create any derivative works of the Downloadable Toolbar or any documentation furnished in connection with it; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for any of the Downloadable Toolbar (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to any of the Downloadable Toolbar; (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Downloadable Toolbar; or (v) agree with anyone to do any of the foregoing.
3. Member Responsibilities
a. Represent only himself or herself on the Downloadable Toolbar, and no other persons, living, dead, or imagined. The Downloadable Toolbar may only be used by natural persons (i.e., individuals) who are at least 18 years of age and on their own behalf and not by or on behalf of any entity unless explicitly permitted by InfoSpace in writing.
b. Provide true, accurate, current and complete information to InfoSpace, including, but not limited to, information required for registration to use the Downloadable Toolbar, and maintain and promptly update such information to keep it accurate, current and complete.
c. Provide all equipment necessary to access the World Wide Web and pay any service fees associated with such access.
d. Maintain the security of Member's personal information, including, without limitation, account and login information, passwords and financial information.
e. Not use the Downloadable Toolbar to:
Publish or distribute any defamatory, infringing, obscene, indecent or unlawful material or information;
Defame, abuse, harass, threaten or violate the legal rights of others;
Send unsolicited e-mail;
Engage in any commercial purpose, including, but not limited to, advertising or offering to sell any goods or services;
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy) unless Member owns or controls the rights thereto or has received all necessary consent;
Delete or modify any author attributions, legal notices or other proprietary designations or labels in any file that is uploaded;
Falsify the origin or source of software or other material contained in a file that is uploaded;
Download any file that Member knows, or reasonably should know, cannot be legally distributed via the Downloadable Toolbar;
Reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purpose the software, products or services provided by the Downloadable Toolbar or InfoSpace or obtained from the Downloadable Toolbar Web Site without obtaining the express, prior written consent of InfoSpace (this restriction includes any attempt to incorporate any information from the Downloadable Toolbar into any other directory, product, or service); and
Collect or store personal data about others.
In its sole discretion, InfoSpace may terminate this Agreement and all or any of the rights granted hereunder or prohibit or suspend access to the Downloadable Toolbar by Member at any time, without prior notice or liability to Member. Termination or suspension may occur, without limitation, if: (a) Member's use of the Downloadable Toolbar violates this Agreement or any applicable policy or guideline, is potentially illegal or harmful to InfoSpace or any other party, or could subject InfoSpace to liability or additional expense; (b) providing all, or any of, the Downloadable Toolbar becomes technically or commercially unfeasible; or (c) Member fails to pay any charges due to InfoSpace or any of its affiliates or partners. Member may terminate this Agreement at any time by ceasing all use of the Downloadable Toolbar and deleting all copies of it in Member's possession or control.
The following sections will survive termination of this Agreement: Section 9 (Site Links and Content); Section 11 (Proprietary Rights); Section 12 (Disclaimer of Warranties); Section 13 (Limitation of Liability); Section 14 (Indemnification); Section 15 (Export); and Section 18 (General).
a. InfoSpace may provide Member with a password and an account upon registering for the Downloadable Toolbar via e-mail or such means as InfoSpace may elect. Member is solely responsible for maintaining the confidentiality of Member's password and account, and is fully responsible for all activities that occur under his or her password or account. Member agrees to immediately notify InfoSpace of any unauthorized use of Member's account or any other breach of security known to Member.
b. InfoSpace reserves the right to send e-mail to Member for the purpose of informing him or her of changes or additions to the Downloadable Toolbar or of any InfoSpace related products and services.
6. Modifications to the Downloadable Toolbar
InfoSpace reserves the rights to modify or discontinue the Downloadable Toolbar at any time without notice to Member, and InfoSpace shall not be liable to Member or any third party should InfoSpace exercise its rights to modify or discontinue all or any of the Downloadable Toolbar.
InfoSpace may investigate any reported violation of this Agreement, its policies and guidelines or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, members and/or third parties. InfoSpace's actions may include, but are not limited to, issuing warnings, suspension or termination of the Downloadable Toolbar, and/or removal of or disabling access to content hosted on InfoSpace's systems. InfoSpace reserves the right and has absolute discretion to remove or disable access, screen or edit any content that violates these provisions or is otherwise objectionable. InfoSpace also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.
8. Changes to Fees and Service
a. InfoSpace reserves the right to charge fees at any time for access to, or use of, all or portions of the Downloadable Toolbar. If InfoSpace so elects, it shall notify Member via e-mail or such other means as InfoSpace may elect and shall post notice in other appropriate locations on the Downloadable Toolbar Web Site.
b. InfoSpace reserves the right to establish general practices and limits concerning the use of the Downloadable Toolbar.
9. Site Content and Links
a. The Downloadable Toolbar may contain links and pointers to Internet sites maintained by third parties. InfoSpace does not operate or control in any respect any information, products or services on such third-party sites. Third party links and pointers are included solely for the convenience of users, and do not constitute any endorsement by InfoSpace and/or its suppliers. Member assumes sole responsibility for use of third party links and pointers and any products, services, content or other materials obtained on or through any such sites.
b. InfoSpace does not control the content posted via the Downloadable Toolbar by third parties and, as such, does not guarantee the accuracy, integrity or quality of such content or make any representations or warranties about it. Member understands that by using the Downloadable Toolbar he or she may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will InfoSpace be liable in any way for any such content, including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, e-mailed or otherwise transmitted via the Downloadable Toolbar.
c. Content provided by InfoSpace carries relevant copyright notices and attributions. InfoSpace will not be held liable for any of this information, nor any harm it might cause, nor for its accuracy or inaccuracy.
d. Member acknowledges that InfoSpace neither endorses the contents of any Member communications nor assumes the responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby.
e. Member shall remain solely liable for any and all content that he or she uploads or transmits over InfoSpace's systems or equipment ("Member Content").
a. Any software that is made available for download from the Downloadable Toolbar Web Site ("Software") is the copyrighted work of InfoSpace and/or its suppliers. Use of the Software is governed by the end user license agreement, if any, that accompanies or is included with the Software ("License Agreement"), except that the actual Downloadable Toolbar software shall be governed by the terms of this Agreement. End users shall not install or use any Software that is accompanied by or includes a License Agreement, unless the end user first agrees to the License Agreement terms.
b. For any Software not accompanied by a license agreement, the following shall constitute the License Agreement: InfoSpace hereby grants to Member a personal, limited, revocable, non-exclusive, and nontransferable license to use the Software for viewing and otherwise using this web site in accordance with these terms and conditions, and for no other purpose. Member agrees not to reverse engineer, decompile, alter, duplicate, distribute or provide others with the Software.
11. Proprietary Rights.
Title, ownership rights, and intellectual property rights in the Downloadable Toolbar software shall remain in InfoSpace and/or its suppliers. Member acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with InfoSpace's or its suppliers' ownership of or rights with respect to the Downloadable Toolbar. The Downloadable Toolbar is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Downloadable Toolbar is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Member no rights to such content.
12. Disclaimer of Warranties
a. INFOSPACE PROVIDES THE DOWNLOADABLE TOOLBAR (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND MATERIALS ACCESSIBLE BY OR THROUGH THE DOWNLOADABLE TOOLBAR) TO MEMBER "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT; ANY WARRANTY THAT INFORMATION OBTAINED THROUGH THE DOWNLOADABLE TOOLBAR IS ACCURATE OR RELIABLE; ANY WARRANTY THAT THE DOWNLOADABLE TOOLBAR WILL MEET MEMBER'S REQUIREMENTS OR THAT ACCESS TO, OR USE OF, THE DOWNLOADABLE TOOLBAR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE DOWNLOADABLE TOOLBAR REMAINS WITH MEMBER.
b. Member understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Downloadable Toolbar is done at Member's own discretion and risk and that Member will be solely responsible for any damage to Member's computer system or loss of data that results from the download of such material and/or data.
c. InfoSpace makes no warranty regarding any goods or services purchased or obtained through the Downloadable Toolbar or any transactions entered into through the Downloadable Toolbar.
d. No advice or information, whether oral or written, obtained by Member from InfoSpace or any of its employees, agents or affiliates or through the Downloadable Toolbar shall create any warranty not expressly made herein.
e. InfoSpace assumes no responsibility for the deletion or failure to store messages or other Member information.
13. Limitation of Liability
INFOSPACE'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. INFOSPACE WILL NOT BE HELD LIABLE FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INJURY TO REPUTATION, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, REGARDLESS OF WHETHER INFOSPACE HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. INFOSPACE'S TOTAL LIABILITY TO MEMBER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE DOWNLOADABLE TOOLBAR, WHETHER IN CONTRACT, TORT OR OTHER BASIS, SHALL NOT EXCEED $1,000.
Member hereby releases, holds harmless, and indemnifies InfoSpace and its affiliates (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses), arising out of or relating to (a) the violation or breach of any term, condition, representation or warranty of this Agreement by Member; (b) Member's use of the Downloadable Toolbar; or (c) Member's violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or nonproprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity).
Member agrees to comply with all laws, rules and regulations now existing or hereafter enacted regarding the transmission/export of technical data applicable to Member's use of the Downloadable Toolbar, including the United States Export Administration Act of 1979, as amended, and the regulations promulgated thereunder.
InfoSpace reserves the right to change or modify any of the terms and conditions contained in this Agreement or any applicable policy or guideline, at any time and in its sole discretion. Any changes or modifications will be effective upon posting on the Downloadable Toolbar Web Site and may be posted without notice to Member. Member is responsible for regularly checking the Downloadable Toolbar Web Site for any changes or modifications. IF ANY SUCH CHANGE OR MODIFICATION IS UNACCEPTABLE TO MEMBER, HIS OR HER ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. CONTINUED USE OF THE DOWNLOADABLE TOOLBAR BY MEMBER FOLLOWING INFOSPACE'S POSTING OF ANY SUCH CHANGE OR MODIFICATION WILL CONSTITUTE ACCEPTANCE OF THE MODIFICATION OR CHANGE BY MEMBER.
a. The Agreement, and the License Agreement if any, comprise the entire agreement between Member and InfoSpace and supersede all prior agreements between the parties regarding the subject matter contained herein.
b. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington without reference to its choice of law rules to the contrary. Member hereby irrevocably consents to personal jurisdiction and venue in the state and federal courts located in King County, Washington with respect to any actions, claims or proceedings arising out of or in connection with this Agreement, and agrees not to commence or prosecute any such action, claim or proceeding other than in the aforementioned courts.
c. Member shall at all times comply with all applicable laws and regulations regarding the use of the Downloadable Toolbar. Member shall indemnify and save InfoSpace harmless from his or her failure to so comply. Member agrees that InfoSpace shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government.
d. InfoSpace is not the agent, fiduciary, trustee or other representative of Member. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement.
e. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. Further, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of this Agreement shall remain in full force and effect.
f. Member agrees regardless of any statute or law to the contrary that any claim or cause of action arising out of or relating to use of the Downloadable Toolbar or this Agreement must be filed within one (1) year after such claim of action arose or be forever barred.
g. InfoSpace's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of InfoSpace's right to subsequently enforce such provision or any other provisions of this Agreement.
h. Member may not assign this Agreement, by operation of law or otherwise, without InfoSpace's prior written consent. InfoSpace may assign its rights and obligations under this Agreement without Member's consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
i. Any notice you make to InfoSpace must be made by either e-mail or regular mail and will be effective only upon receipt.
19. Copyrights and Copyright Agents
InfoSpace respects the intellectual property of others, and asks its Members to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide InfoSpace's Copyright Agent the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. a description of the copyrighted work that you claim has been infringed;
c. a description of where the material that you claim is infringing is located on the site;
d. your address, telephone number, and e-mail address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
InfoSpace's Copyright Agent for Notice of claims of copyright infringement on its can be reached as follows: By mail: Legal Department, InfoSpace (601 108th Ave. NE, Suite 1200, Bellevue, WA 98004)