Custom Search Box Terms of Use

Welcome to the GoodSearch Custom Search Engine! By using the Custom Search Engine (the "Service"), you ("You") accept and agree to be bound by the following terms and conditions (the "Terms of Use") with GoodSearch LLC., and its subsidiaries or affiliated companies ("GoodSearch").

1. Service.

1.1 Description of Service. Custom Search Engine assists You in providing customized Web search services on the Site (defined below) by utilizing the GoodSearch search engine. For purposes of the Terms of Use, "Site" shall mean the Web site or sites on which You place JavaScript or similar programming ("Code") which renders the GoodSearch search box (or other means used by users of the Site ("End Users") to enter a search query ("Query")) on the Site ("Search Box"). All Queries sent from the Site to GoodSearch shall comply with the technical specifications that GoodSearch may provide from time to time, and must originate from the Site. GoodSearch will receive Queries from You at GoodSearch's network interface, process the Queries using GoodSearch's search engine and display search results ("Results") on a Results Page. For purposes of the Terms of Use, "Results Page" is defined as the GoodSearch hosted or controlled Web page that contains and displays to an End User the Results from the Service.

Unless explicitly stated otherwise, the Service may be modified or terminated at any time by GoodSearch for any reason, and without notice, without liability to You, any End User or any third party. Any new features that augment or enhance the current Service shall be subject to the Terms of Use.

1.2 Modifications. GoodSearch may modify the Terms of Use at any time with or without notice, and you can review the most current version of the Terms of Use online at any time at http://www.goodsearch.com/SearchboxTerms.aspx. If a modification is unacceptable to You, You may cancel the Service on the Site and terminate the Terms of Use by removing the Code and the Search Box from Your Site. If You continue to use the Code and/or the Search Box on any Site, You will be deemed to have accepted the modifications.

1.3 Your Obligations. You shall receive a Query from the End User and shall forward that Query to GoodSearch. You may not in any way frame, cache or modify the Results produced by GoodSearch, except as otherwise agreed to between You and GoodSearch. GoodSearch will not be responsible for receiving Queries from End Users or for transmission of data between You and GoodSearch's network interface. You shall be responsible for providing all hardware and software required to perform Your obligations under the Terms of Use, including but not limited to the following: (a) implementing and maintaining the Site, (b) implementing and maintaining the interface between the Site and the Service, and (c) receiving a Query from an End User and transmitting the Query to GoodSearch.

1.4 Appropriate Conduct. You shall not, and shall not allow any third party to: (a) edit, modify, truncate, filter or change the order of the information contained in any Results (either individually or collectively), including, without limitation, by way of commingling Results with non-GoodSearch provided search results or advertising; (b) frame any Results or Results Page except as provided for in the Service documentation; (c) display any Results in pop-up, pop-under, exit windows, expanding buttons, or animation; (d) display any Results to any third parties other than End Users; (e) minimize, remove or otherwise inhibit the full and complete display of any Results Page (including any Results); (f) directly or indirectly access, launch and/or activate the Service through or from, or otherwise incorporate the Service in, any Web site or other means other than the Site, and then only to the extent expressly permitted herein; (g) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Service or access thereto (including, but not limited to Results, or any part, copy or derivative thereof); (h) enter into any arrangement or agreement under which any third party pays You fees, You pay any third party fees, or either shares in any revenue payments and/or royalties for any Results; (i) directly or indirectly generate queries, or impressions of or clicks on Results, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (j) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other GoodSearch technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (k) remove, deface, obscure, or alter GoodSearch's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service or any other GoodSearch technology, software, materials and documentation; (l) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from the Service (including, but not limited to, Results, or any part, copy or derivative thereof); (m) create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; and/or (n) engage in any action or practice that reflects poorly on GoodSearch or otherwise disparages or devalues GoodSearch's reputation or goodwill. Further, the Site shall not contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, Service policies, or any third party rights.

1.5 Exclusivity. You agree that, during the Term, GoodSearch will be the exclusive provider of Internet search services on the Site. You further understand that GoodSearch will provide the Service on a nonexclusive basis, and that GoodSearch will continue to customize and provide its services to other parties for use in connection with a variety of applications, including search engine applications.

1.6 Advertising. The Results Page or associated elements provided by GoodSearch through the Service may contain advertising. You understand and agree that GoodSearch shall have the exclusive right to provide advertisements in connection with the Results provided by the Service.

2. Proprietary Rights.

2.1 GoodSearch Rights. For purposes of the Terms of Use, "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between You and GoodSearch, You acknowledge that GoodSearch owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service (including GoodSearch's search engine technology and GoodSearch Brand Features, and excluding items licensed by GoodSearch from third parties), and that You shall not acquire any right, title, or interest in or to the Service (including GoodSearch's search engine technology and GoodSearch Brand Features), except as expressly set forth in the Terms of Use. GOODSEARCH, the "GoodSearch" logo, and other marks that incorporate the word GOODSEARCH are trademarks of GoodSearch, LLC.

2.2 Brand Feature License. For purposes of the Terms of Use, "Brand Features" shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. GoodSearch hereby grants to You a nontransferable, nonsublicenseable, nonexclusive license during the Term to display GoodSearch's Brand Features for the purpose of promoting or advertising that You use the Service and for the purpose of fulfilling Your obligations under Section 2.3 below. You hereby grant to GoodSearch a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that You are using the Service. ou agree that Your respective products and/or services that are associated with GoodSearch's Brand Features shall meet the same general level of quality as is provided by GoodSearch in connection with GoodSearch's own Brand Features. Except as set forth in this Section 2.2, nothing in the Terms of Use shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's Brand Features. All use by You of GoodSearch's Brand Features (including any goodwill associated therewith) shall inure to the benefit of GoodSearch. At no time during or after the Term shall You challenge or assist others to challenge the Brand Features of GoodSearch (except to the extent such restriction is prohibited by law) or the registration thereof by GoodSearch, nor shall You attempt to register any Brand Features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of GoodSearch.

2.3 Attribution. The Search Box shall conspicuously display a graphic that indicates that the Service is provided by GoodSearch powered by Yahoo. The graphic shall link to the GoodSearch site located at http://www.GoodSearch.com or such other address as GoodSearch may designate from time to time during the Term.

2.4 Digital Millennium Copyright Act. It is GoodSearch's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act.

2.5. Use of Your Brand Features in GoodSearch Materials. To the extent applicable, GoodSearch may include Your Brand Features in presentations, marketing materials, and customer lists (which includes, without limitation, customer lists posted on GoodSearch's websites and screen shots of the Services). Upon Your request, GoodSearch will furnish You with a sample of such usage. Without GoodSearch's prior approval, You shall not issue a press release, or any public announcement involving GoodSearch Brand Features, concerning Your participation in the Service pursuant to this Agreement.

3. Information Rights and Privacy. GoodSearch and its wholly owned subsidiaries may retain and use, subject to the terms of its Privacy Policy (located at http:// /www.goodsearch.com/Privacy.aspx, or such other URL as GoodSearch may provide from time to time), information collected in Your use of the Service. You understand and agree that GoodSearch may access, preserve, and disclose Your personal information and the contents of Your account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of GoodSearch, its affiliates or the public. Personal information collected by GoodSearch may be stored and processed in the United States or any other country in which GoodSearch or its agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country.

4. Warranties and Disclaimer.

4.1 GoodSearch Disclaimer of Warranties. GOODSEARCH MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE AND BRAND FEATURES. THE SERVICE AND BRAND FEATURES ARE DISTRIBUTED AND PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. GOODSEARCH DOES NOT WARRANT THAT THE GOODSEARCH SERVICE AND BRAND FEATURES WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICE. GOODSEARCH MAKES NO WARRANTY THAT CUSTOM SEARCH ENGINE WILL INCLUDE ALL DOMAINS SPECIFIED BY YOU. UNDER NO CIRCUMSTANCES SHALL GOODSEARCH BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1000.00).

4.2 Your Warranties. You warrant that: (1) all information provided by You to GoodSearch in connection with the Service is true and accurate; (2) You have full power and authority to enter into the Terms of Use; (3) Your Brand Features, Content (defined as all editorial, text, graphic, audiovisual, and other content that is served to End Users of the Site and that is not provided by GoodSearch), or Site do not (a) infringe any Intellectual Property Rights of any third party, (b) constitute defamation, libel or obscenity, (c) result in any consumer fraud, product liability, breach of contract to which You are a party or cause injury to any third party, (d) promote violence or contain hate speech, (e) violate any applicable law, statute, ordinance, or regulations, or (f) contain adult content or promote illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (4) You will seek all necessary governmental approvals required to effectuate the Terms of Use; and (5) You shall perform all of Your obligations under the Terms of Use in accordance with applicable laws.

5. Indemnification. You will indemnify, defend, and hold GoodSearch harmless from any third party lawsuit or proceeding brought against GoodSearch based upon a claim that would constitute a breach of any warranty, representation or covenant made by You under the Terms of Use, including but not limited to any third party lawsuit or proceeding brought against GoodSearch based upon a claim that the Content, Site, or Your Brand Features or Metadata infringe any copyright, trade secret or trademark of the third party or defame the third party. Your indemnification will include (1) all attorneys' fees and costs associated with the defense of such a claim, (2) all damages and costs finally awarded, and (3) the full cost of any settlement entered into by You. GoodSearch shall (1) notify You of any such claim, (2) provide You with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (to the extent requested by You), and (3) give You full control and sole authority over the defense and settlement of such claim. You will not enter into any settlement or compromise of any such claim without GoodSearch's prior consent, which shall not be unreasonably withheld.

6. Limitation of Liability. GOODSEARCH SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS OF USE OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY THEORY OF LIABILITY INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE GOODSEARCH SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY. THIS LIMITATION SHALL APPLY EVEN IF GOODSEARCH WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. THE SERVICE ARE PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THE TERMS OF USE. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

7. Term and Termination.

7.1 Term. The term of the Terms of Use (the "Term") shall commence on the date upon which You add Code to Your Site and shall continue in force thereafter, unless terminated as provided herein.

7.2 Termination. GoodSearch may change, suspend or discontinue all or any aspect of the Service, including their availability, at any time, and may terminate Your use of the Service at any time. In addition, either party may terminate the Terms of Use at any time, for any reason, or for no reason including, but not limited to, if You engage in any action that reflects poorly on GoodSearch or otherwise disparages or devalues the GoodSearch Brand Features or GoodSearch's reputation or goodwill. If You desire to terminate the Terms of Use, You must immediately stop your use of the Service.

7.3 Rejection of Application. GoodSearch shall have the right, in its sole discretion, to reject any request to use the Service at any time and for any reason, and such rejection shall render null and void the Terms of Use between You and GoodSearch. GoodSearch shall not be liable to You for damages of any sort resulting from its decision to reject such a request.

7.4 Effect of Termination. Upon the termination of the Terms of Use for any reason (i) all license rights granted herein shall terminate and (ii) You shall immediately stop your use of the Service and delete any and all GoodSearch Brand Features from the Site.

7.5 Survival. In the event of any termination or expiration of the Terms of Use for any reason, Sections 2.1, 4, 5, 6, 7.4, 7.5, 7.6, and 8 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Use in accordance with its terms.

7.6 Remedies. You acknowledge that Your breach of service/license restrictions contained herein may cause irreparable harm to GoodSearch, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which GoodSearch may be legally entitled, GoodSearch shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents.

8. Miscellaneous. Each party will comply with all laws, rules and regulations, if any, applicable to it in connection with the performance of its obligations under the Agreement. All notices will be in English and in writing and (a) if sent to You: to the address You may have previously indicated and (b) if sent to GoodSearch to: GoodSearch Inc., Attn: Legal Department, PO Box 492176 Los Angeles, CA 90049. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is also sent simultaneously via first class mail. You will not assign or otherwise transfer Your rights or delegate Your obligations under the Terms of Use, in whole or in part, without the prior written consent of GoodSearch; and any attempt to do so will be null and void. Any assignment or other transfer of rights or delegation by You shall not operate to relieve You of Your responsibilities under this Terms of Use. You will require Your assignees, transferees, or delegates to agree, in writing, to the terms and conditions of this Terms of Use. This Terms of Use and any claim or dispute of whatever nature arising out of or relating to this Terms of Use will be governed by and construed in accordance with the laws of the State of California and applicable federal U.S laws, without giving effect to any choice of law principles that would require the application of the laws of a different state. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Los Angeles County, California. The parties specifically exclude from application to the Terms of Use the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The Terms of Use supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof. Any amendments or modifications to the Terms of Use must (i) be in writing; (ii) refer to the Terms of Use; and (iii) be executed by an authorized representative of each party. The failure to require performance of any provision will not affect a party's right to require performance at any time thereafter; nor will waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions will remain in full force and effect. The parties hereto are and will remain independent contractors and nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. Neither party will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. The Terms of Use is not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. The Terms of Use will be binding on and inure to the benefit of each of the parties and their respective successors and assigns. THE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE TERMS OF USE SUPERSEDE, AND THE TERMS OF THE TERMS OF USE GOVERN, ANY OTHER PRIOR OR COLLATERAL AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER HEREOF.