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AGREEMENT
By completing and sending in the accompanying registration form and
agreeing to the following terms and conditions:
GRANT OF LICENSE.
Subject to the terms and conditions of this Agreement, FULL-SEARCH.com grants to Host a limited, non-exclusive,
non-assignable, non-transferable, non-sub-licensable royalty-free license during the term of this Agreement to place a Search Box(es) and display the Search Results on Host's Web Site; and display
the FULL-SEARCH.com Marks solely in connection with the exercise of Host's rights under this Agreement.
Host shall apply, use, and reproduce at least one of the Search Boxes, in the size, place, and manner FULL-SEARCH.com may indicate from time to time, on Host's Web Site. Host shall display such Search Boxes and Search Results and FULL-SEARCH.com Marks only in a manner that complies in all material respects with
FULL-SEARCH.com's policies in effect from time to time, and with the FULL-SEARCH.com Usage Guidelines, and as
modified from time to time by FULL-SEARCH.com in its sole discretion.
Host acknowledges that all right, title and interest in the Search Box(es), Search Results and the FULL-SEARCH.com Marks are exclusively owned by FULL-SEARCH.com and/or its licensors, and that no right other than the limited license granted herein is provided to Host. Host shall not assert copyright ownership or other
intellectual property ownership or other proprietary rights in the Search Box(s), Search Results or the FULL-SEARCH.com Marks, or in any element, derivation, adaptation variation or name thereof.
Host agrees that its use of the Search Box(es) and Search Results, including the FULL-SEARCH.com Marks, inures to the benefit of FULL-SEARCH.com. All goodwill or reputation in the Search Box(es), the Search Results or FULL-SEARCH.com Marks shall automatically vest in FULL-SEARCH.com when the Search Box(es), Search Results and FULL-SEARCH.com Marks are used by Host pursuant to this Agreement. Host shall not contest the validity of, or
FULL-SEARCH.com's ownership of, any of the FULL-SEARCH.com Marks. During the term of this Agreement, Host shall not, in any jurisdiction, adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any FULL-SEARCH.com Marks, or any word, symbol or device, or any combination confusingly similar to any of the FULL-SEARCH.com Marks.
Services and Site Implementation. FULL-SEARCH.com will provide to Host the Search Services. Within a reasonable time after the execution of this Agreement, and after Host correctly installs the
Integrated Search Program, FULL-SEARCH.com shall provide Host with a Search Box(es) that will enable a user of Host's Web Site to type in a search query that will produce the Search Results. FULL-SEARCH.com shall provide the Search Results on Host's Web Site in a manner and format determined by FULL-SEARCH.com in its sole discretion. From time to time, FULL-SEARCH.com may (but is not required to) deliver additional or updated Search Boxes.
FULL-SEARCH.com Placement at Host's Site. The FULL-SEARCH.com Marks, the Search Box(s) and the Search Results will be displayed on Host's Web Site, in a form, manner and presentation subject to FULL-SEARCH.com's written approval.
Host's Implementation Responsibilities. Host shall enable users of Host's Web Site to enter search queries at a Search Box(s) and receive the Search Results as part of the look and feel of Host's Web Site, Host agrees that it is Host's responsibility to install the Integrated Search Program provided to Host as part of this agreement according to the specific instructions provided by FULL-SEARCH.com. FULL-SEARCH.com will not be liable for the failure of Host to implement correctly the Integrated Search Program. Host agrees not to manipulate the Integrated Search Program or any of the tags provided as part of the Integrated Search Program provided by FULL-SEARCH.com to Host as part of the Search Services.
Host's Site: Host agrees that it is solely responsible for the development, maintenance and operation of Host's Web Site and for all materials and content that appear on Host's Web Site.
FULL-SEARCH.com Warranties. FULL-SEARCH.com represents and warrants that it has full power and authority to enter into this Agreement. FULL-SEARCH.com does not warrant that the Search Results or the Search
Box(es) will meet all of Host's requirements or that performance of the Search Results or Search Box(es) will be uninterrupted or error-free. FULL-SEARCH.com AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.
Host represents and warrants that:
it has full power and authority to enter into this Agreement, the content on Host's Web Site, and/or the technology used by Host in connection with Host's Web Site and/or the means by which users
access Host's Web Site are owned, validly licensed for use by Host or in the public domain; (do not constitute defamation, libel, obscenity; do not violate applicable law or regulations; do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and (d) do not result in any consumer fraud, product liability, breach of contract to which
Host is a party or cause injury to any third party.
During the term of this Agreement, Host may have access to certain non-public information of FULL-SEARCH.com, which information a reasonable person would consider confidential or which is marked as
"confidential" or "proprietary" by FULL-SEARCH.com ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through
no fault of Host's. Host agrees not to disclose any Confidential Information to any third parties, not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and to keep the Confidential Information confidential using the same degree of care
Host uses to protect its own confidential information, as long as it uses at least reasonable care. Host acknowledges and agrees that due to the unique nature of the Confidential Information, there can be
no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with FULL-SEARCH.com resulting in irreparable harm to
FULL-SEARCH.com and, therefore, that upon any such breach or threat thereof, FULL-SEARCH.com shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may
have at law. In addition, if FULL-SEARCH.com prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be Switzerlands courts having within their jurisdiction the location of FULL-SEARCH.com's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section survive for 3 years after termination of the Agreement.
Host Indemnification. Host shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against FULL-SEARCH.com, which would constitute a breach of any warranty, representation or covenant made by Host under this Agreement or are related to Host's breach of a material obligation under this Agreement; provided that FULL-SEARCH.com promptly notifies Host in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Host at Host's
expense and with Host's choice of counsel. FULL-SEARCH.com shall cooperate with Host, at Host's expense, in defending or settling such claim. Host will not enter into any settlement or compromise of any such claim without FULL-SEARCH.com's prior consent, which shall not be unreasonably withheld.
Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, NEITHER PARTY OR ANY OF FULL-SEARCH.com'S LICENSORS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD
HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO
EVENT WILL FULL-SEARCH.com'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO Host UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
The term of this Agreement (the "Term") shall commence on the date Host agrees to the terms and conditions of this Agreement and shall continue in force for a period of one-year thereafter, unless
earlier terminated as provided herein. This Agreement will renew automatically for successive one-year periods until expiration of the commercial usefulness of the Search Results, until either party gives
written notice to the other party of its intent not to renew no less than thirty (30) days prior to the end of the previous one-year period, or until terminated.
Termination for Breach. If Host breaches any covenant, representation and/or warranty of this Agreement, or if Host engages in any action that, in FULL-SEARCH.com's sole discretion, reflects poorly on FULL-SEARCH.com or otherwise disparages or devalues FULL-SEARCH.com's Marks, or FULL-SEARCH.com's reputation or goodwill,
FULL-SEARCH.com may terminate the Agreement immediately without written notice to Host.
Termination for Convenience. Either party may terminate this Agreement, Host upon thirty days written notice to the other party and FULL-SEARCH.com without any written notice.
Termination Due to Insolvency. Either party may suspend performance and/or terminate this Agreement if the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law
filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof.
Effect of Termination. Upon the termination of this Agreement for any reason all license rights granted herein shall terminate immediately, and Host shall immediately cease use of the FULL-SEARCH.com Marks, Search Box(s) and Search Results. FULL-SEARCH.com reserves the rights to terminate any account without a reason and without any given notice and also modify those rules time to time.
MISCELLANEOUS
Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated: by personal delivery when delivered personally, by overnight courier upon written verification of receipt, by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, by certified or registered mail, return receipt requested, upon verification of receipt; or by the same day, when delivered by email. All notices must be sent to the addresses first described above or to such other address that the receiving party may have provided for the purpose of notice in
accordance with this Section. Alternatively, FULL-SEARCH.com may change the terms and conditions of this Agreement by posting notice of such change on any of the FULL-SEARCH.com web sites. Any use of the Search
Box(s) and/or Search Results or the FULL-SEARCH.com Marks more than 10 days after such notice is posted or delivered shall be deemed to be continued acceptance of this Agreement including its amendments and
modifications.
Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in
which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this
Agreement.
No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any
third party.
Press Release. Host may not issue any press release or other public statements regarding this Agreement without FULL-SEARCH.com's prior written approval.
Governing Law. This Agreement will be governed and construed, to the extent applicable, in accordance with Switzerlands law, without regard to conflict of law principles.
Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an
employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
Compliance with Law. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement.
Entire Agreement. This Agreement, the Exhibits hereto and the accompanying registration form, constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. Any amendments to this Agreement, other than FULL-SEARCH.com's right to change this Agreement, must be in writing and executed by an officer of the parties.
Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable
provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
Waiver. The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance
of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this
Agreement.
Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
You may use the FULL-SEARCH.com Marks, the Search Box(es) and the Search Results solely for the purpose authorized herein by FULL-SEARCH.com and only in compliance with the specifications, directions, information and standards supplied by FULL-SEARCH.com and modified by FULL-SEARCH.com from time to time.
You agree to comply with any requirements established by FULL-SEARCH.com concerning the style, design, display and use of the FULL-SEARCH.com Marks, Search Box(es) and the Search Results; to
correctly use the trademark symbol (tm) or registration symbol Z with every use of the trademarks, service marks and/or tradenames as part of the Search Box(es) and/or Search Results as instructed by
FULL-SEARCH.com; to use the registration symbol Z upon receiving notice from FULL-SEARCH.com of registration of any trademarks, service marks and/or tradenames that are part of the FULL-SEARCH.com Marks, the Search
Box(es) and/or the Search Results.
You may not use the FULL-SEARCH.com Marks, the Search Box(es) and/or the Search Results in any manner that implies sponsorship or endorsement by FULL-SEARCH.com of services and products other than those provided by
FULL-SEARCH.com.
Our international partner engines:
Xray-Eye (US and worldwide search)
Home of Search (US and worldwide search)
Qualisearch (US and worldwide search)
Goto-Search (US and worldwide metasearch)
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