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a. Subject to the terms and conditions of this Agreement and Your
payment of the applicable fee, PicoSearch LLC ("PicoSearch") grants to
You a non-transferable, non-exclusive, limited license to use on the
single named website (the "Website") as described in Your application
("Application") the PicoSearch Premium, PicoSearch Professional, or
PicoSearch Free custom search engine named on Your Application, the
software code provided by PicoSearch to set up a "search box" (the
"Search Box Code") and, if You are licensed to use PicoSearch Premium or
PicoSearch Professional, the Template Driven Interface (together with
the Search Box Code, the "Product"), to be used solely as permitted in
this Agreement. Your permitted use of the Product shall be solely to
index (1) content created or maintained by You and located on the
Website, as well as (2) content located on third party websites. If You
desire to use the Product on additional websites, You may do so only by
completing a new application for the Product and paying the applicable
fee.
b. The code included in the Search Box Code and the Template
Driven Interface may be used only in conjunction with the Product and
modifications to such code may be made to facilitate use of the Product;
provided, however, such use and modifications shall be subject to all
the terms and conditions of this Agreement. You may make one backup copy
of the Search Box Code and the Template Driven Interface, provided that
only one copy of the Search Box Code and the Template Driven Interface
may be used at any time, and only as permitted in this Agreement. Any
copies that You are permitted to make pursuant to this Agreement must
contain the same copyright and other proprietary notices that appear on
or in the Product.
c. Nothing herein shall be construed as granting license rights
to the Product for any other purpose, including, without limitation, a
general Internet search service.
d. THE PRODUCT MAY NOT BE USED, COPIED, TRANSFERRED, OR MODIFIED EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT. |
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| (a) The term of this license is the period indicated in Your
Application, unless terminated upon default or as otherwise described in
this Agreement.
(b) You may terminate this Agreement and the license at any time
by destroying Your copy of the Product, including all backup copies. If
You are licensed to use PicoSearch Premium or PicoSearch Professional
and You terminate this Agreement within thirty (30) days after You first
download the Product, PicoSearch will refund You any pre-paid license
fees.
(c) PicoSearch may terminate this Agreement at any time by
providing notice to You by e-mail or United States mail. If You are
licensed to use PicoSearch Premium or PicoSearch Professional and
PicoSearch terminates this Agreement pursuant to this subsection
2(c), PicoSearch will refund You any pre-paid license fees on a
prorated basis.
(d) This Agreement and the license will also terminate
automatically upon Your breach of any provision of this Agreement.
(e) Upon any termination, You must immediately destroy all
complete and partial copies of the Product, including all backup copies
thereof.
(f) If You desire to renew or extend the term of this Agreement,
You may do so by completing the renewal and extension procedures
required by PicoSearch and paying the applicable fee, although
PicoSearch may reject any renewal or extension at its own discretion.
(g) PicoSearch may amend the terms and conditions of this
Agreement at any time, effective immediately upon posting of the revised
Agreement on the PicoSearch website at www.PicoSearch.com/license.html,
or upon notification to you by e-mail or United States mail. You agree
to review the PicoSearch web sites periodically to be aware of any such
revisions. If you do not agree with any revision to the Agreement, You
may terminate this Agreement at any time by providing PicoSearch with
notice by e-mail addressed as follows: support@PicoSearch.com. Your
notice of termination will be effective on receipt and processing by
PicoSearch. If You are licensed to use PicoSearch Premium or PicoSearch
Professional and You terminate this Agreement pursuant to this
subsection
2(g) within thirty (30) days after PicoSearch posts the revised
Agreement or notifies you of amendments to this Agreement (whichever is
earlier), PicoSearch will refund You any pre-paid license fees on a
prorated basis.
(h) PicoSearch reserves the right to increase or decrease
standard fees for the Product at any time and from time to time. If
PicoSearch increases the standard fees for the Product during the
initial term of this Agreement, or any extension or renewal term, Your
payment obligations as described in Your Application will not be
affected for the term during which the fees increase, and if the
standard fees are decreased during the term of this Agreement, or any
extension or renewal term, PicoSearch will not be required to refund any
fees to You. Any renewals or extensions of the term of this Agreement
will be subject to the standard fees in effect at the time of such
renewal or extension. |
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| All right, title and interest (including copyright) in and to the
Product shall remain in PicoSearch and/or its licensors. The Product is
also protected by United States Copyright law and international treaty
provisions. Portions of the Product may be subject to patent
applications and/or patents now or in the future. The Product and the
structure, organization and code of the Product are confidential and
proprietary information of PicoSearch and/or its licensors. You agree to
take adequate steps to protect the Product from unauthorized disclosure
or use. You acknowledge that the source code of the Product remains a
confidential trade secret of PicoSearch and/or its licensors. Except as
expressly permitted herein, You agree not to adapt, translate or modify
the Product. You agree not to decipher, decompile, disassemble, reverse
engineer or otherwise attempt to discover the source code of the
Product, or to knowingly allow others to do so, except to the extent
applicable laws specifically prohibit such restriction and except as
otherwise permitted in this Agreement. Trademarks shall be used in
accordance with accepted trademark practice, including identification of
trademark owner's name. Such use of any trademark does not give You any
rights of ownership in that trademark. Except as stated above, this
Agreement does not grant You any intellectual property rights in the
Product. You agree that any trademark, trade name, copyright, or other
proprietary notices, legends, symbols, or labels appearing on or in the
Product provided to You shall not be removed or altered and shall be
accurately reproduced by You on any and all copies of the Product.
Title, ownership rights, and intellectual property rights in and to the
content accessed through the Product are the property of the applicable
content owner and may be protected by applicable copyright or other law.
This Agreement grants no rights to such content and PicoSearch
disclaims any responsibility arising out of or related to any access to
intellectual property provided or furthered by use of the Product. If
the Product is provided for demonstration and evaluation purposes, it
may be used by You for no longer than thirty (30) days (unless a longer
period is authorized by PicoSearch in writing), in order for You to
determine whether to purchase a full license to the Product. |
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PICOSEARCH ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE
PRODUCT TO ACHIEVE ANY INTENDED PURPOSES, FOR THE PROPER INSTALLATION
AND USE OF THE PRODUCT OR FOR VERIFYING THE RESULTS OBTAINED FROM USE OF
THIS PRODUCT. PICOSEARCH AND ITS LICENSORS DO NOT AND CANNOT WARRANT
THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT.
PICOSEARCH MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE
PRODUCT, OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE
PRODUCT, FOR ANY PURPOSE. THE PRODUCT IS PROVIDED "AS IS" WITHOUT
EXPRESS OR IMPLIED WARRANTIES, INCLUDING, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, OR
THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR
VIRUS-FREE. PICOSEARCH SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY
DAMAGES SUFFERED BY YOU OR ANY USER OF THE PRODUCT. PICOSEARCH MAKES NO
REPRESENTATION THAT PICOSEARCH WILL SUPPORT THE PRODUCT AND/OR WILL
ISSUE UPDATES OR ENHANCEMENTS TO THE PRODUCT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN
THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE
LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF DELIVERY OF THIS
PRODUCT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE
OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. |
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| For license verification purposes, You acknowledge that the
Product may electronically transmit to PicoSearch summary data relating
to use of the Product including, but not limited to, the number of
websites, documents and collections indexed, and number of queries. Such
transmittals will be used for the purposes of license verification and
for the preparation of search statistics reports. In addition,
PicoSearch may provide aggregate information about Product usage and
traffic patterns to third parties to comply with various reporting
obligations and for business or marketing purposes. PicoSearch will use
reasonable commercial efforts to keep confidential the name, password,
and email that You have submitted in Your application. If You are
licensed to use PicoSearch Premium or PicoSearch Professional,
PicoSearch will use reasonable commercial efforts to keep confidential
all information submitted in Your application, the content of the sites
You index and statistics of Your search usage (the "Confidential
Information"). PicoSearch may provide the Confidential Information to
third parties that perform operation and development services for
PicoSearch for technical purposes, subject to confidentiality agreements
between PicoSearch and such third parties. In addition, this
confidentiality obligation shall not limit PicoSearch's right to provide
aggregate information about Product usage and traffic patterns to third
parties as described above nor shall it restrict PicoSearch from
transferring the Confidential Information in connection with the sale of
a business or substantially all of PicoSearch's assets as described
below. As part of operations, PicoSearch may sell, transfer or merge
particular businesses, newsletters and/or other assets to a third party.
As part of such a transaction, personal and business information You
have provided to PicoSearch and Your Product usage information may be
given to a third party, except that PicoSearch shall not sell the
Confidential Information to a third party unless it is part of a
business that is being sold. Also, if PicoSearch, or substantially all
of its assets, is acquired, such information (including the Confidential
Information) will of course be one of the transferred assets. |
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| You agree that the Search Box Code and the Template Driven
Interface will not be shipped, transferred or exported into any country
or used in any manner prohibited by the United States Export
Administration Act or any other export laws restrictions or regulations.
PicoSearch is not responsible for paying any sales or use tax imposed
at any time whatsoever on the license of the Product. |
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| REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL PICOSEARCH OR ITS
LICENSORS BE LIABLE (i) FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR
INFORMATION, AND THE LIKE), EVEN IF PICOSEARCH SHALL HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM
ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR
DESTRUCTIVE PROPERTIES OF THE PRODUCT. THIS LIMITATION OF LIABILITY
SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT
APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO
YOU. |
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| This Agreement is personal to You. This does not include the
right to sublicense and may not be assigned, by operation of law or
otherwise, or transferred without the prior written consent of
PicoSearch. Any attempted assignment in derogation hereof shall be null
and void. You may not loan, rent, or lease the Product. Upon
termination, the following sections of this Agreement will survive: 3,
4, 5, 7, 8, 14 and 15. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts,
U.S.A., excluding its choice of law provisions and, as to matters
affecting copyrights, trademarks and patents, by U.S. federal law. In
the event of any dispute involving this Agreement, PicoSearch and You
each consent to exclusive jurisdiction and venue in either the state or
federal courts in the Commonwealth of Massachusetts. This Agreement
will not be governed by the United Nations Convention on Contracts for
the International Sale of Goods, the application of which is hereby
expressly excluded. If any part of this Agreement is found void and
unenforceable, it will not affect the validity of the balance of the
Agreement, which shall remain valid and enforceable according to its
terms. |
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| This license does not grant to You any right, license or interest
in and to any modifications, enhancements, or updates to the Product.
Updates, if available, may be obtained by You at PicoSearch's then
current standard pricing, terms, and conditions. |
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| If You are acquiring the Product on behalf of any unit or agency
of the U.S. Government, the following shall apply: The Government
acknowledges PicoSearch's representation that the Product and its
documentation were developed at private expense, no part of them is in
the public domain and that the Product is unpublished - rights are
reserved under the copyright laws of the United States. (a) For units of
the Department of Defense: RESTRICTED RIGHTS LEGEND: Use, duplication
or disclosure by the Government is subject to restrictions as set forth
in subparagraph (c)(1)(ii) of the Rights in Technical Data Clause at
DFARS 252.227-7013. (b) For any other unit or agency: The Government's
rights in the Product will be restricted as set forth in subparagraphs
(a) through (d) of 48 C.F.R. 52.227-19(c)(2). Contractor/manufacturer is
PicoSearch LLC, 10 Fawcett St., 2nd Floor, Cambridge, Massachusetts
02138. |
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| In order to enable use of the Product, You must provide a "search
box" on Your Website by inserting the Search Box Code in Your Website.
PicoSearch grants You a nonexclusive, revocable right to use the
trademarks and icon included in this link and such other images for
which we grant express permission, solely for the purpose of identifying
the "search box" on Your Website. You
may not modify the trademarks, icon or any of our images in any way,
except that, if you are licensed to use PicoSearch Premium or PicoSearch
Professional, You may remove the icon from the "search box." PicoSearch reserves all of its rights in the trademarks, icon, other
images and PicoSearch trade names. Upon any termination of this
Agreement, You agree to cease use of any such trademark, icon and other
images immediately. You will be solely responsible for the development,
operation, and maintenance of Your Website and for all materials that
appear on Your Website, including without limitation maintaining the
"search box." You will indemnify and hold PicoSearch harmless from all
claims, damages, and expenses (including, without limitation, attorneys'
fees) relating to the development, operation, maintenance and contents
of Your Website and to your breach of this Agreement. |
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| The index of content prepared by the Product will appear on a
search results pages maintained by PicoSearch. If You are licensed to
use PicoSearch Premium or PicoSearch Professional, You will be
responsible for any customization of the search results pages made with
the Template Driven Interface. If You are licensed to use PicoSearch
Free, You acknowledge that PicoSearch retains the right to include
advertisements for PicoSearch and/or third parties on search result
pages and that You will have no rights with respect to advertising
revenues or other rights related to such advertisements. If You are
licensed to use PicoSearch Premium or PicoSearch Professional and You
sell advertising space on search results pages, You will indemnify and
hold PicoSearch harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to such
advertisements. You grant PicoSearch a nonexclusive, revocable right to
use trademarks and logos provided by You on search results pages.
PicoSearch may not modify such trademarks or logos in any way. You
reserve all of Your rights in such trademarks and logos. Upon any
termination of this Agreement, PicoSearch agrees to cease use of any
such trademark and logos immediately. |
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You shall be prohibited from using (and this Agreement shall
automatically terminate if you use the Product in connection with) any
of the following materials, content or activities:
(a) Nudity, pornography, or sexual material of a lewd, lecherous
or obscene nature and/or intent or that violates local, state or
national laws;
(b) any material that violates or infringes in any way upon the
rights of others, including, without limitation, copyright or trademark
rights (this includes "WAREZ" (copyrighted software that is distributed
illegally), "mp3" files of copyrighted music, copyrighted photographs,
text, video or artwork);
(c) any material that is threatening, abusive, harassing,
defamatory, invasive of privacy or publicity rights, vulgar, obscene,
profane, indecent, or otherwise objectionable, including posting private
information of another person;
(d) content that promotes, encourages, or provides instructional
information about illegal activities including, without limitation,
hacking, cracking, or phreaking;
(e) any software, information or other material that contains a
virus, "Trojan Horse," trap door, corrupted data or any other harmful or
damaging component; and
(f) content containing hate propaganda, hate mongering, swearing, or fraudulent material.
(g) Free accounts shall be further restricted by appropriateness
for supporting advertisers as determined by PicoSearch, including the
prohibition of gambling and casino-related content, illegal drug and
drug paraphernalia content, sales of weapons or ammunition, sales of
alcohol or tobacco products or prescription drugs, sales of counterfeit
or imitation designer goods, sales or distribution of coursework or
student essays, and compensation programs for online user activities
such as clicking ads and reading emails. |
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| THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN YOU AND PICOSEARCH RELATING TO THE USE OF THE PRODUCT. THIS
AGREEMENT MAY BE AMENDED ONLY BY WRITTEN AGREEMENT AGREED TO BY
PICOSEARCH AND YOU OR AS DESCRIBED IN SECTION 2(g). |
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| YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF APPLICABLE, "YOU"
OR "YOUR" AS REFERRED TO IN THIS AGREEMENT MEANS THE ENTITY OR COMPANY
(THE "COMPANY") FOR WHICH THE PRODUCT IS LICENSED PURSUANT TO THIS
AGREEMENT. IN SUCH EVENT, YOU WARRANT AND REPRESENT THAT AS THE
INDIVIDUAL CLICKING ON THE "ACCEPT" LINK BELOW, YOU ARE AUTHORIZED TO
ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY. |
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You may contact PicoSearch at:
PicoSearch LLC, 10 Fawcett St., 2nd Floor, Cambridge, Massachusetts 02138.
Telephone: (617) 547-4020
Facsimile: (617) 576-7227
PicoSearch, PicoSearch, Search Hosting, and the PicoSearch logos
are trademarks of PicoSearch LLC which may be registered in certain
jurisdictions |
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