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InstantRemove Terms and Conditions
Last update: June 1st, 2004
This Agreement sets forth the terms and conditions under which InstantRemove. ("InstantRemove") will grant to the customer identified in the form ("Customer") a right and license to use InstantRemove Service (as described below). This Agreement shall be effective as of the date Customer clicks the "Accept" button ("Effective Date").
1 License Grant and Rights of Use
1.1 InstantRemove will provide Customer with access to technology to be used in connection with the management and processing of remove requests (the "Service") subject to the terms of this Agreement.
2.2 Customer may only use the Service for its own internal purposes as described herein.
2.3 This Agreement shall remain in effect for thirty (30) days from the Effective Date (the "Initial Period") and shall renew thereafter for additional thirty (30) day periods ("Renewal Periods") until terminated as provided herein.
2.4 Customer agrees to take full responsibility for the implementation of InstantRemove as described in the Implementation-Guide, to ensure all remove requests are proceed immediately.
2.5 Customer understands that failure to properly implement InstantRemove, resulting in sending a second promotional Email ("Promotional Email") to a user who previously requested to be removed, will result in immediate suspension of Customer Account.
3. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the party whose Confidential Information is to be disclosed so that such party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
4. Customer shall not reverse engineer the Service, or disassemble, decompile, or otherwise apply any procedure or process to the Service in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Service or other software provided hereunder or any algorithm, process, procedure or trade secret information contained in the Service or any software provided by InstantRemove.
5. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Service or other InstantRemove materials provided to Customer shall be owned by InstantRemove, and Customer hereby agrees to assign any such rights to InstantRemove. Nothing in this Agreement shall preclude InstantRemove from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by InstantRemove in the performance of any services hereunder.
6. InstantRemove warrants that the Services shall be provided in a workmanlike and professional manner. EXCEPT AS OTHERWISE DESCRIBED HEREIN, INSTANTREMOVE MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
7. Notwithstanding the foregoing, InstantRemove will, provide Customer with limited telephone and email support to the extent considered reasonable by InsatntRemove.
8. IN NO EVENT SHALL INSTANTREMOVE BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO THE DAMAGES HEREUNDER AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. CUSTOMER AGREES THAT INSTANTREMOVE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, WHATSOEVER, ARISING OUT OF THE USE OF THE SERVICE, EVEN IF INSTANTREMOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
10. Either party may terminate this Agreement at any time for any reason upon giving the other party written notice.
11. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions of any state or jurisdiction. This Agreement shall not be amended except in writing, signed by an authorized representative of both parties.