SEARCH BOX DISTRIBUTION LICENSE AGREEMENT
This Search Box Distribution License Agreement (the "Agreement") is entered into by and between InfoSpace, Inc. and its affiliates and subsidiaries ("InfoSpace") and you regarding your use of the Search Box Code. By clicking the "I Accept" button or using the Search Box Code, you agree to be bound to the terms and conditions stated in this Agreement. InfoSpace reserves the right to review and revise this Agreement from time to time without prior notice, and, by continuing to use the InfoSpace Marks, Search Box or Search Box Code subsequent to any revision of this Agreement, you agree to be bound by such changes. If you find this Agreement to be unacceptable, you must not copy or use the InfoSpace Marks, Search Box or Search Box Code on your Web Site.
1. Definitions. As used in this Agreement, the following terms shall have the following defined meanings:
"InfoSpace Marks" means the following Trademarks of InfoSpace: Dogpile®, InfoSpace®, MetaCrawler®, WebCrawler™, and such other trademarks (whether registered or common law marks) as InfoSpace may from time to time notify you through updates to the InfoSpace Web Site, provided however that InfoSpace reserves the right to remove any of the foregoing Trademarks.
"InfoSpace Web Site" means collectively: (a) the Web Sites with a primary home page located at http://www.InfoSpace.com and other Web Sites maintained by InfoSpace as designated by InfoSpace, including any Results Pages.
"Intellectual Property Rights" means any patent, copyright, rights in Trademarks, trade secret rights, moral rights and other intellectual property or proprietary rights arising under the laws of any jurisdiction.
"Meta-Search" means the InfoSpace search service that searches multiple search engines simultaneously and delivers the results of such searches on a Results Page in response to a Query.
"Query" means each instance a user affirmatively submits a request for information to the Meta Search service from a Search Box.
"Results Page" means any page hosted by InfoSpace that displays Web Search Results in response to a Query made by an end user of your Web Site(s).
"Search Box" means a search box which may appear on your Web Site home page and other pages of your Web Site, with all such placements being: (i) above-the-fold (meaning visible on a computer screen without the end user scrolling (up, down, or to the left or the right) or the end user changing the view or orientation of the page, at a resolution of 1024 X 768 under a default browser configuration); and (ii) in a format which will allow users to utilize the Meta-Search service and link directly to results on a Results Page.
"Search Box Code" means HTML source code to enable a Search Box to appear on your Web Site.
"Trademarks" means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers.
"Web Site" means any point of presence maintained on the Internet or on any other public data network. With respect to any Web Site maintained on the World Wide Web, such Web Site includes all HTML pages (or similar unit of information presented in any relevant data protocol) that either (a) are identified by the same second-level domain (such as infospace.com) or by the same equivalent level identifier in any relevant address scheme, or (b) contain branding, graphics, navigation or other characteristics such that a user reasonably would conclude that the pages are part of an integrated information or service offering.
2. Limited License. InfoSpace retains all right, title and interest in and to the InfoSpace Marks, Search Box, Search Box Code and the InfoSpace Web Sites (including without limitation, any and all content, data, URLs, domain names, technology, software code, user interfaces, "look and feel," Trademarks and other items posted on, used in connection or associated with the InfoSpace Web Site, user data gathered from or through any InfoSpace tools or applications. You expressly acknowledge the strength and validity of the InfoSpace Marks and any registrations therefor. You expressly acknowledge that title to the Search Box, Search Box Code, InfoSpace Marks and the InfoSpace Web Sites, including all copyrights and all other intellectual property and proprietary rights of any kind whatsoever in and to the Search Box, Search Box Code, and the InfoSpace Web Sites and any modifications thereto, belong to InfoSpace. Nothing contained in this Agreement or the licenses granted hereunder shall be construed in any way to prohibit, limit, or otherwise diminish InfoSpace's rights to the Search Box, Search Box Code, InfoSpace Marks and InfoSpace Web Sites. All rights not expressly granted by InfoSpace to you are expressly reserved by InfoSpace.
(a) InfoSpace Marks.
Subject to your compliance with the terms and conditions of this Agreement, InfoSpace hereby authorizes you to display the InfoSpace Marks on your Web Site in connection with the Search Box and for no other purpose whatsoever. You agree not to contest or take any action in opposition to any trademark, service mark, trade name or logo of InfoSpace or to use, employ or attempt to register any mark or trade name or domain name which is similar to any mark or name of InfoSpace or to the InfoSpace Marks. You agree to display an unaltered graphic of an InfoSpace Mark in the immediate proximity of the Search Box and in no other locations on your Web Site. You agree not to use InfoSpace Marks, trade name or abbreviations in proximity to your own trademarks, brand names, corporate name, corporate title or any other term or name in any way that might result in confusion as to the separate and distinct identities of you or your company or your services and InfoSpace. The graphic shall link to the InfoSpace Web Site. The graphic shall be used in the exact size, shape, colors, design and configuration as available at the Add Search To Your Site page. You acknowledge that you are responsible for checking the InfoSpace Web Site periodically for updates, changes to and deletions of InfoSpace Marks.
(b) Search Box.
Subject to your compliance with the terms and conditions of this Agreement, InfoSpace hereby grants you a non-exclusive, non-transferable, limited license to include on your Web Site the Search Box which enables "point and click" access to locations of the InfoSpace Web Site and the permission to permit end users of your Web Site to link to Results Pages via the Search Box and pursuant to the terms of this Agreement. You shall have no right to reproduce, lend, lease, rent, sublicense, resell, use for timesharing or service bureau purposes or otherwise distribute all or any portion of the Search Box or Results Pages. You agree not to modify the Search Box in any way whatsoever. The Search Box shall be used in the exact size, shape, colors, design and configuration as available at the Add Search To Your Site page.
(c) Search Box Code.
Subject to your compliance with the terms and conditions of this Agreement, InfoSpace hereby grants you a non-exclusive, non-transferable, restricted, limited license to copy and use the InfoSpace Search Box Code to place a Search Box on your Web Site for non-commercial purposes only. Except as otherwise provided in this section, nothing contained in this Agreement shall be construed as conferring any license or right, expressly, by implication, by estoppel or otherwise, under any of InfoSpace's Intellectual Property Rights, or under any third party's Intellectual Property Rights. Except as otherwise provided in this section, no part of the InfoSpace Search Box Code may be reproduced, republished, copied, transmitted, or distributed in any form or by any means. You may not modify, enhance, reverse-engineer, disassemble, decompile or make any attempt to discover the source code of the Search Box Code for any purpose. You agree not to make or permit alterations or removal or tags, labels or identifying marks placed by InfoSpace on or within the Search Box Code.
3. Use of the Search Box Code. You shall have no right to transfer, reproduce, lease, rent, lend, sub-license, use for timesharing or service bureau purposes, re-sell or otherwise distribute all or any portion of the Search Box Code.
4. Use of the Search Box. You agree not to (a) modify, adapt, translate or prepare derivative works from the Meta-Search content and services; (b) "frame" the Meta-Search content and services; or (c) redirect an end user away from a Results Page; (d) provide a version of the Results Page different from the page an end user would access by going directly to the Results Page or intersperse any content between a Query and the Results Page; (e) allow any Queries from or display any search results to any third parties other than end users; (f) enter into any arrangement or agreement under which any third party pays you fees for use of or access to the Search Box, Meta-Search or any other InfoSpace content or services; (g) minimize, remove, or otherwise inhibit the full and complete display of any web page that contains content and services and the corresponding web pages accessed by clicking on any portions thereof; (h) directly or indirectly generate Queries through any automated, deceptive, or other fraudulent means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (i) encourage or require end users, either with or without their knowledge, to enter Queries or click on Results Pages through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (j) edit, modify, or filter, individually or in the aggregate any Queries sent by end users; (k) remove, obscure or alter any legal notices, including notices of Intellectual Property Rights appearing in or on any materials; (l) use downloadable applications or end user browsing activity to generate Queries; or (m) crawl, index, or in any non-transitory manner, store or cache information obtained by you from InfoSpace with respect to Meta-Search.
5. Placement of the Search Box and InfoSpace Marks. You agree not to place the Search Box or InfoSpace Marks on any Web Sites that: (a) requires payment for access or use or offers users incentives to use Meta-Search; (b) are machine-generated pages with minimal or no content, are intended to induce an end user to click to another page, or contain only links to other pages; (c) are "under construction" or include pages or links that are not functioning; (d) contain content, links, products, services or other information that are illegal; (e) contain content, links, products, services or other information that InfoSpace, in its sole discretion, believes is inflammatory, offensive, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, hateful, or racially, sexually, ethnically or otherwise objectionable (including but not limited to adult content); (f) contain content, links, products, services or other information that are invasive of privacy or publicity rights, infringes on any third party Intellectual Property Rights or other third party proprietary rights; (g) contains, enables or promotes adware or spyware; (h) any Web Site or sites that have more than 20% of Queries originating from outside of the United States or Canada; (i) any Web Site that makes use of exit traffic, 404 traffic or pop-up traffic; (j) any Web Site that requires a user to enter a Query to do some other event (such as exit the site); or (k) any URL re-direct or domain registrar sites and URLs with content controlled by such registrars.
6. No Disparagement. You agree not to place a Search Box on your Web Sites in any manner that would reflect poorly on, has an adverse impact on, or otherwise disparages or devalues InfoSpace's brand, the InfoSpace Marks, InfoSpace's content and services, or its relationship with its third party content providers.
7. Term. InfoSpace may immediately terminate this Agreement, or any of the rights granted hereunder in whole or in part, at any time with or without notice to you. You may terminate this agreement by removing the Search Box from your Web Site. Upon termination or expiration of the Term for any reason, all license rights granted under this Agreement shall terminate and you must immediately delete any and all InfoSpace Marks, the Search Box and the Search Box Code from your Web Site and immediately cease and desist all display of the InfoSpace Marks and use of the Search Box and the Search Box Code.
8. Representations and Warranties. You represent and warrant that (i) you are at least 18 years of age and have power and authority to enter into and perform your obligations under this Agreement; (ii) your Web Site does not and shall not contain any content, materials, data, works, technology, Intellectual Property, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary right, Intellectual Property Right, or any other third party right; (iii) you are not located in or under the control of, or a national or resident of any country subject to U.S. export restriction or any country listened in the U.S. Department of Commerce's Table of Denial Orders.
9. DISCLAIMER. YOU AGREE THAT THE INFOSPACE SEARCH BOX, WEB SITE AND META-SEARCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES ARE HEREBY DISCLAIMED. NOTHING IN THIS AGREEMENT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY OF ANY NATURE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INFOSPACE DISCLAIMS ALL EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, SECURITY AND PERFORMANCE, AS WELL AS ANY WARRANTIES THAT THE INFOSPACE META-SEARCH SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL INFOSPACE, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER OR LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, EVEN IF INFOSPACE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR INFOSPACE TO PROVIDE THE SERVICES, WEB SITE AND OTHER CONTENT AND MATERIALS. THIS PROVISION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. INDEMNIFICATION. You agree to hold harmless, defend and indemnify InfoSpace, its officers, directors, employees, subsidiaries, contractors, suppliers, agents, partners and affiliates, successors and assigns from and against all liabilities, claims, demands and expenses, including attorneys' fees that relate to or arise from your use or misuse of the InfoSpace Marks, Search Box or Search Box Code, or for infringement by you or someone acting on your request or on your behalf of any Intellectual Property Rights or other proprietary right of any third party. InfoSpace may assume exclusive control of any defense or any matter subject to indemnification by you, and you agree to cooperate with InfoSpace in such event.
(a) Governing Law and Forum for Disputes. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, USA as they apply to agreements made and solely performed therein. You irrevocably consent and waive all objections to personal jurisdiction and venue in the state and federal courts located in King County, Washington, USA, and you shall not commence or prosecute any suite or action except in the foregoing courts.
(b) Relationship. Neither party shall be deemed to be an employee, agent of the other and nothing in this Agreement shall be construed to create a partnership, joint venture, franchise or agency relationship between you and InfoSpace. Neither party has any authority to enter into agreements of any kind on behalf of the other. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by InfoSpace or any of InfoSpace's subsidiaries, affiliates, licensors, or service providers. You agree not to make any public statement or press release regarding this Agreement or the relationship between you and InfoSpace, or use InfoSpace's name or InfoSpace Marks in any publicity without advance written approval from InfoSpace, which may be withheld in InfoSpace's sole discretion.
(c) No Assignment. You may not resell, transfer, assign, sublicense, delegate or otherwise dispose of any rights, license or obligations under this Agreement to any other person or entity, including without limitation by operation of law or otherwise. Without limiting the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
(d) Force Majeure. In the event that InfoSpace is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, earthquakes, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss or fluctuations in heat, light, or air conditioning, then InfoSpace's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
(e) Waiver. No waiver of any breach of any provision of this Agreement by InfoSpace shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof.
(f) Severability. Any provision of this Agreement which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from this Agreement in that jurisdiction without in any way invalidating the remaining provisions of this Agreement. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.
(g) Survival In the event of termination of expiration of this Agreement, Sections 8, 9, 10, 11 and 13 shall survive termination or expiration.
(h) Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements or negotiations between InfoSpace and you concerning the subject matter hereof.
14. Report Violators. Please report any violations of this Agreement to our Customer Care group.