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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 software (collectively,

the "Downloadable Toolbar") and any InfoSpace and third-party content and software accessible

through or with the Downloadable Toolbar Web Site.

 

BY INSTALLING OR USING THE DOWNLOADABLE TOOLBAR, THE INDIVIDUAL LICENSING

THE DOWNLOADABLE TOOLBAR ("MEMBER" OR "YOU") CONSENTS TO BE BOUND BY

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.infospace.com/home/ 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 FOREGOING, 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.

 

2. License

 

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

 

Member shall:

 

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); or

 

- Collect or store personal data about others.

 

4. Termination

 

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 © 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).

 

5. Security

 

Member agrees to immediately notify InfoSpace of any unauthorized use of Member's account or

any other breach of security known to Member. 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 right to modify or discontinue the Downloadable Toolbar at any time in its

sole discretion without notice to Member, and InfoSpace shall not be liable to Member or any third

party for exercising such right.

 

7. Enforcement

 

InfoSpace may investigate any reported violation of this Agreement, its policies and guidelines or

any complaints and take any action that it deems appropriate 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

 

InfoSpace reserves the right to charge fees at any time for access to, or use 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 notices in other appropriate locations on the Downloadable Toolbar Web

Site.

 

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").

 

f. Subject to the terms of InfoSpace's then-current privacy policy, you grant InfoSpace a royalty-

free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use,

reproduce, modify, adopt, publish, translate, create derivative works from, distribute, perform and

display the Member Content (in whole or part) worldwide and/or to incorporate it into other works in

any form, media, or technology now known or later developed.

 

10. Software

 

a. Any software (other than the actual Downloadable Toolbar 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

("EULA"), if any, that accompanies or is included with the Software, 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 EULA, unless the end user first

agrees to the EULA.

 

b. For any Software not accompanied by a EULA, InfoSpace hereby grants to Member a personal,

limited, revocable, non-exclusive, and nontransferable license to use the Software to the same

extent, and subject to the same terms and conditions, that Member can use the Downloadable

Toolbar software as set forth in this Agreement.

 

11. Proprietary Rights.

 

Title, ownership rights, and intellectual property rights in the Downloadable Toolbar shall remain in

InfoSpace and/or its suppliers. Member acknowledges such rights and will not take any action to

jeopardize, limit or interfere in any manner with InfoSpace's or its suppliers' ownership of such rights.

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 OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER BASIS,

SHALL NOT EXCEED $1,000.

 

14. Indemnification

 

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 © 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).

 

15. Export

 

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.

 

16. Modifications

 

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.

 

17. Privacy

 

InfoSpace's current privacy policy for the Downloadable Toolbar is posted on the InfoSpace

Downloadable Toolbar Web Site at http://www.infospace.com/home/tbar/privacy.htm. The

Downloadable Toolbar uses search results from dogpile.com, and its current privacy policy is

posted at http://www.dogpile.com/info.dogpl/search/help/privacy.htm. These privacy policies

may be revised at any time in InfoSpace's sole discretion. MEMBER SHOULD CAREFULLY READ

THESE PRIVACY POLICIES AND PERIODICALLY REVIEW THEM FOR ANY CHANGES OR

UPDATES. BY USING THE DOWNLOADABLE TOOLBAR MEMBER AGREES TO BE BOUND

BY THE TERMS OF THE POSTED VERSIONS OF THE PRIVACY POLICIES, WHICH ARE

INCORPORATED BY REFERENCE HEREIN.

 

18. General

 

a. The Agreement comprises the entire agreement between Member and InfoSpace regarding the

Downloadable Toolbar, and supersedes all prior agreements between the parties regarding the

Downloadable Toolbar.

 

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

 

can be reached as follows:

 

By mail:

 

Legal Department, InfoSpace

 

601 108th Ave. NE, Suite 1200, Bellevue, WA 98004

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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 software (collectively,

the "Downloadable Toolbar") and any InfoSpace and third-party content and software accessible

through or with the Downloadable Toolbar Web Site.

 

BY INSTALLING OR USING THE DOWNLOADABLE TOOLBAR, THE INDIVIDUAL LICENSING

THE DOWNLOADABLE TOOLBAR ("MEMBER" OR "YOU") CONSENTS TO BE BOUND BY

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.infospace.com/home/ 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 FOREGOING, 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.

 

2. License

 

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

 

Member shall:

 

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); or

 

- Collect or store personal data about others.

 

4. Termination

 

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 © 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).

 

5. Security

 

Member agrees to immediately notify InfoSpace of any unauthorized use of Member's account or

any other breach of security known to Member. 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 right to modify or discontinue the Downloadable Toolbar at any time in its

sole discretion without notice to Member, and InfoSpace shall not be liable to Member or any third

party for exercising such right.

 

7. Enforcement

 

InfoSpace may investigate any reported violation of this Agreement, its policies and guidelines or

any complaints and take any action that it deems appropriate 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

 

InfoSpace reserves the right to charge fees at any time for access to, or use 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 notices in other appropriate locations on the Downloadable Toolbar Web

Site.

 

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").

 

f. Subject to the terms of InfoSpace's then-current privacy policy, you grant InfoSpace a royalty-

free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use,

reproduce, modify, adopt, publish, translate, create derivative works from, distribute, perform and

display the Member Content (in whole or part) worldwide and/or to incorporate it into other works in

any form, media, or technology now known or later developed.

 

10. Software

 

a. Any software (other than the actual Downloadable Toolbar 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

("EULA"), if any, that accompanies or is included with the Software, 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 EULA, unless the end user first

agrees to the EULA.

 

b. For any Software not accompanied by a EULA, InfoSpace hereby grants to Member a personal,

limited, revocable, non-exclusive, and nontransferable license to use the Software to the same

extent, and subject to the same terms and conditions, that Member can use the Downloadable

Toolbar software as set forth in this Agreement.

 

11. Proprietary Rights.

 

Title, ownership rights, and intellectual property rights in the Downloadable Toolbar shall remain in

InfoSpace and/or its suppliers. Member acknowledges such rights and will not take any action to

jeopardize, limit or interfere in any manner with InfoSpace's or its suppliers' ownership of such rights.

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 OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER BASIS,

SHALL NOT EXCEED $1,000.

 

14. Indemnification

 

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 © 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).

 

15. Export

 

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.

 

16. Modifications

 

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.

 

17. Privacy

 

InfoSpace's current privacy policy for the Downloadable Toolbar is posted on the InfoSpace

Downloadable Toolbar Web Site at http://www.infospace.com/home/tbar/privacy.htm. The

Downloadable Toolbar uses search results from dogpile.com, and its current privacy policy is

posted at http://www.dogpile.com/info.dogpl/search/help/privacy.htm. These privacy policies

may be revised at any time in InfoSpace's sole discretion. MEMBER SHOULD CAREFULLY READ

THESE PRIVACY POLICIES AND PERIODICALLY REVIEW THEM FOR ANY CHANGES OR

UPDATES. BY USING THE DOWNLOADABLE TOOLBAR MEMBER AGREES TO BE BOUND

BY THE TERMS OF THE POSTED VERSIONS OF THE PRIVACY POLICIES, WHICH ARE

INCORPORATED BY REFERENCE HEREIN.

 

18. General

 

a. The Agreement comprises the entire agreement between Member and InfoSpace regarding the

Downloadable Toolbar, and supersedes all prior agreements between the parties regarding the

Downloadable Toolbar.

 

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

 

can be reached as follows:

 

By mail:

 

Legal Department, InfoSpace

 

601 108th Ave. NE, Suite 1200, Bellevue, WA 98004

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