Terms & Conditions
SearchToolbar Terms of Service
Welcome to www.sonocontrol.com (the “Site”), a website operated by SearchToolbar Limited
“our”). We provide
our users (each user, “you”)
with turn-key monetization solutions powered by Bing, Yahoo! and other leading search
providers (collectively, the “Services”). The following terms and conditions
(the “Terms of Service”)
form a binding agreement between you and us.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY
ACCESSING THE SITE AND USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF
SERVICE. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY
OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
ALL OF THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR
“YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY,
OR IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE
THIS SITE. YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS IN ORDER TO ENTER
INTO THIS AGREEMENT, TO CREATE OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES,
POLICIES AND RECORDS OF TRANSACTIONS BETWEEN YOU AND SearchToolbar WITH RESPECT TO THIS
AGREEMENT, AS FURTHER DETAILED IN SECTION 14.
Some Services may also be subject to additional
guidelines, rules, or terms (“Additional
Terms”). For example, any use of the SearchToolbar Toolbar is
governed by the SearchToolbar Toolbar Terms and Conditions. If there is any conflict between the
Terms of Service and the Additional Terms, the Additional Terms take precedence in
relation to that Service. The Additional Terms for such Services will be incorporated
by reference in these Terms of Service.
We may at our sole discretion change, add, or delete
portions of these Terms of Service at any time on a going-forward basis. It is your
responsibility to check these Terms of Service for changes prior to use of the Site,
and in any event your continued use of the Site following the posting of changes to
these Terms of Service constitutes your acceptance of any changes. We will notify you
of any such material changes by posting notice of the changes on the Site, and/or, in
our sole discretion, by email.
- PARTNER ACCOUNTS. If you are a partner and want to receive reports, materials or other
customized content related to the websites you operate that use our solutions
(“SearchToolbar Content”), we may require that you create an
can create an Account by following the registration instructions provided on the
Site. If you choose to create an Account, you agree to provide only true,
current, accurate, and complete registration information, and you will keep that
information true, accurate, and up-to-date. Each registration is for your
personal use, or for the use by the company or organization on whose behalf you
access the Site and use the Service. You are responsible for all activities occurring
under Your Account and you may not authorize anyone else’s use of your Account.
You must abide by all applicable local, state, national and foreign laws,
treaties and regulations in connection with your use of the Services, including those
related to data privacy, international communications and the transmission of
technical or personal data. You may not use your Account in a misleading or unlawful
manner, including in a manner intended to trade on the name or reputation of
- SearchToolbar CONTENT. The
SearchToolbar Content made available or displayed on the Site or sent to you through the
Services, and any derivative works thereof, whether made by us or you is proprietary
to us or our licensors and should be considered our confidential information. We
consider our provision of SearchToolbar Content to be one of the Services we may offer you.
You agree at all times to hold in strict confidence and not disclose to any third
party the SearchToolbar Content, or any component thereof, except as authorized by these Terms
of Service or otherwise approved in writing by us. Subject to these Terms of
Service and any Additional Terms, we hereby grant you a limited, non-exclusive,
non-transferable license to use, display and reproduce the SearchToolbar Content solely for
your internal business use and for no other purpose, provided you limit access to the
SearchToolbar Content to only those of your employees or authorized representatives who have a
need to know and who have signed confidentiality agreements containing, or are
otherwise bound by, confidentiality obligations at least as restrictive as those
contained herein. You may not: (a) use the SearchToolbar Content or any part thereof to
develop products or technologies similar to the products of SearchToolbar; (b) reproduce,
republish, modify or alter the SearchToolbar Content; (c) distribute or sell, rent, lease,
license or otherwise make the SearchToolbar Content available to others; or (d) otherwise
remove any text, copyright or other proprietary notices contained in the SearchToolbar
Content. Any copy of the SearchToolbar Content or portion thereof must include all copyright
notices, information, and restrictions contained in, or attached to, any of the SearchToolbar
Content, and you must abide by the foregoing notices and restrictions. We
reserve the right to refuse to provide you certain SearchToolbar Content. As between you and
us, we retain all right, title and interest in and to the SearchToolbar Content, and all
related intellectual property rights. We reserve all rights not granted in
these Terms of Service. You will immediately notify us in the event of any loss or
unauthorized disclosure of any SearchToolbar Content. Upon our written request, or your
termination of these Terms of Service, you must promptly delete or destroy all
documents and other tangible materials representing any SearchToolbar Content and all copies
- SearchToolbar START PAGE. One of
the Services we offer is the use of the SonoControl.com start page, which is generally
installed and used through our software products or our partners' software products.
If you want to use our start page, we may need to change the settings on your PC, and
you will grant us all necessary rights to change the default setting of your home
page on any internet browser then installed on your computer.
- OWNERSHIP. You
understand and acknowledge that the software, code, proprietary methods and systems
used to provide the Site or Services (“Our
Technology”) are: (a) copyrighted by us and/or our
licensors under United States and international copyright laws; (b) subject to other
intellectual property and proprietary rights and laws; and (c) owned by us or our
licensors. Our Technology may not be copied, modified, reproduced, republished,
posted, transmitted, sold, offered for sale, or redistributed in any way without our
prior written permission and the prior written permission of our applicable
licensors. You must abide by all copyright notices, information, and
restrictions contained in or attached to any of Our Technology. Nothing in
these Terms of Service grants you any right to receive delivery of a copy of Our
Technology or to obtain access to Our Technology except as generally and ordinarily
permitted through the Site according to these Terms of Service. Furthermore,
nothing in these Terms of Service will be deemed to grant, by implication, estoppel
or otherwise, a license to Our Technology. Certain of the names, logos, and
other materials displayed on the Site or in the Services constitute trademarks,
tradenames, service marks or logos (“Marks”) of SearchToolbar or other entities. You
are not authorized to use any such Marks. Ownership of all such Marks and the
goodwill associated therewith remains with us or those other entities. Any use
of third party software provided in connection with the Site or Services will be
governed by such third parties’ licenses and not by these Terms of Service.
- Rules Regarding USE Content. The Site may contain areas that allow you and other
registered users to submit information or materials. We will refer to any such
information or materials that you post or submit to us through the Site or Services
as “User Content”. You are solely responsible for any
User Content you submit to us. You retain the copyright in any User Content that you
post or submit, and you grant to us a worldwide, royalty-free, fully paid, perpetual,
irrevocable license to use, reproduce, modify, translate, distribute, perform,
display, import, sell, offer for sale, make, have made and otherwise exploit such
User Content in any form, media, or technology, whether now known or hereafter
developed, and to allow others to do the same. You agree not to, and represent and
warrant that you will not, submit, post or use any User Content that infringes the
copyright, trademark, trade secret, or other intellectual property or proprietary
right of others; violates the privacy, publicity, or other rights of third parties or
any other law, statute, ordinance or regulation; is false or inaccurate or becomes
false or inaccurate at any time; discloses information protected under any law,
agreement or fiduciary relationship, including but not limited to proprietary or
confidential information of others; or misrepresents your identity in any
- General Rules of User Conduct.
It is our goal to make access to our Site and Services
a good experience for all of our users. You agree not to, and represent and warrant
that you will not:
- Use, reproduce, duplicate, copy, sell,
resell or exploit: (a) any portion of the Site or Services; (b) your use of the Site
or Services, or (c) your access to the Site or Services, in each case for any purpose
other than for which the Site or Services are being provided to you;
- Conduct or promote any illegal activities while using
the Site or Services;
- Upload, distribute or print anything that may be
harmful to minors;
- Violate the rights of any third party, including any
intellectual property rights;
- Attempt to reverse engineer or jeopardize the correct
functioning of the Site, or otherwise attempt to derive the source code of the
software (including the tools, methods, processes, and infrastructure) that enables
or underlies the Site;
- Attempt to gain access to secured portions of the
Site or Services to which you do not possess access rights;
- Upload or transmit any form of virus, worm, Trojan
horse, or other malicious code;
- Use the Site or Services to generate unsolicited
email advertisements or spam;
- Use the Site or Services to stalk, harass or harm
- Use any high volume automatic, electronic or manual
process to access, search or harvest information from the Site or Services (including
without limitation robots, spiders or scripts);
- Interfere in any way with the proper functioning of
the Site and Services or interfere with or disrupt any servers or networks connected
to the Site or Services, or disobey any requirements, procedures, policies or
regulations of networks connected to the Site or Services;
- Use any robot, spider, other automatic device, or
manual process to extract, “screen scrape,” monitor, “mine,”
or copy any static or dynamic web page on the Site or content contained on any such
web page for commercial use without our prior express written permission;
- Impersonate any person or entity, or otherwise
misrepresent your affiliation with a person or entity; or
- Mirror or frame the Site or any content, place pop-up
windows over its pages, or otherwise affect the display of its pages.
- MODIFICATIONS TO THE SITE OR
SERVICES. We reserve the right to modify or discontinue
the Site or Services with or without notice to you. We will not be liable to you or
any third party should we exercise our right to modify or discontinue the Site and/or
Services. If you object to any such changes, your sole recourse will be to
cease access to the Site or Services. Continued access to the Site or Services
following notice of any such changes will indicate your acknowledgement of such
changes and satisfaction with the Site or Services as so modified. You agree that we,
in our sole discretion, may immediately terminate your access to the Site and
Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE
WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO
THE SITE OR SERVICES.
- FEEDBACK. In the
event that you provide us any ideas, thoughts, criticisms, suggested improvements or
other feedback related to SearchToolbar, the Site or the Services (collectively
“Feedback”), you agree
we may use the Feedback to modify our products and services and that you will not be
due any compensation, including any royalty related to the product or service that
incorporates your Feedback. You grant to us a worldwide, royalty-free, fully
paid, perpetual, irrevocable license to use, reproduce, modify, translate,
distribute, perform, display, import, sell, offer for sale, make, have made and
otherwise exploit the Feedback in any form, media, or technology, whether now known
or hereafter developed, and to allow others to do the same. This is true whether you
provide the Feedback on the Site or through any other method of communication with
us, unless we have entered into a separate agreement with you that provides
- PRIVACY. We know that your
describes our collection, use and disclosure practices regarding any personal
information that you provide to us. The security of your personal information
is important to us. While there is no such thing as "perfect security" on the
Internet, we will take reasonable steps to help ensure the safety of your personal
information. However, you understand and agree that such steps do not guarantee that
the Site and the Services are invulnerable to all security breaches or immune from
viruses, security threats or other vulnerabilities.
- DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE
RISK. THE SITE AND SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE"
BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE,
OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM
INTEGRATION. WE MAKE NO WARRANTY THAT THE SITE, AND/OR SERVICES WILL MEET YOUR
REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES
WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR INFORMATION
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT
YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH
MATERIAL AND/OR INFORMATION. NO CONTENT, ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE
ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF
- LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE
AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO
YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS,
SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS
INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW
OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO
YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE
SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL WE
BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY
USER OF THE SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE
SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE
SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO
THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO ONE HUNDRED DOLLARS (U.S.
$100.00). Some jurisdictions do not allow the exclusion of certain warranties
or the limitation or exclusion of liability for incidental or consequential damages.
Accordingly, some of the above limitations and disclaimers may not apply to
you. To the extent that we may not, as a matter of applicable law, disclaim any
implied warranty or limit liabilities, the scope and duration of such warranty and
the extent of our liability will be the minimum permitted under such applicable
Without limiting the foregoing, under no circumstances
WILL WE or our licensors be held liable for any delay or failure in performance
resulting directly or indirectly from acts of nature, forces, or causes beyond our
reasonable control, including, without limitation, Internet failures, computer
equipment failures, telecommunication equipment failures, other equipment failures,
electrical power failures, strikes, labor disputes, riots, insurrections, civil
disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts
of God, war, governmental actions, orders of domestic or foreign courts or tribunals,
OR non-performance of third parties.
You agree to indemnify, defend and hold harmless SearchToolbar,
our parents, subsidiaries, affiliates, officers, directors, co-branders and other
partners, employees, consultants and agents, from and against any and all third-party
claims, liabilities, damages, losses, costs, expenses, fees (including reasonable
attorneys' fees and court costs) that such parties may incur as a result of or
arising from: (a) your use of the SearchToolbar Content, Site, or Services; (b) any of your
User Content or your use of others’ User Content; (c) your violation of these
Terms of Service, (d) your violation of any rights of any other person or entity; or
(e) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar
harmful or deleterious programming routines input by you into the Site or Services.
- Third Party Content and Other Websites.
Content from advertisers and other third parties may be
made available to you through the Site AND/OR THE SERVICES. Because WE DO NOT
control such content, you agree that we ARE NOT responsible for any such content.
WE DO NOT MAKE ANY guarantees about the accuracy, currency, suitability, or
quality of the information in such content, and we assume no responsibility for
unintended, objectionable, inaccurate, misleading, or unlawful content made available
by other users, advertisers, and other third parties OR VIOLATION OF ANY THIRD PARTY
RIGHTS RELATED TO SUCH CONTENT. The Site and Services may contain links to
websites not operated by US. We are not responsible for the content, products,
materials, or practices (including privacy practices) of such websites. You
understand that by using the Site and/or Services you may be exposed to third-party
websites that you find offensive, indecent or otherwise objectionable. We make
no warranty, representation, endorsement, or guarantee regarding, and accept no
responsibility for, the quality, content, nature or reliability of third party
websites, products or services accessible by hyperlink OR OTHERWISE from the Site or
Services. We provide these links for your convenience only and we do not
control such websites. Our inclusion of links to such websites does not imply
any endorsement of the materials on such third party websites or any association with
their operators. The Site and Services may contain links to websites THAT ARE
operated by US BUT WHICH OPERATE UNDER DIFFERENT TERMS OF SERVICE. It is your
responsibility to review the privacy policies and Terms of Service of any other
website you visit. You agree that in no event will we be liable to you in
connection with any websites, content, products, materials, or practices of any third
party. THE SITE AND SERVICES MAY CONTAIN LINKS TO WEBSITES THAT ARE OPERATED BY
US BUT WHICH OPERATE UNDER DIFFERENT TERMS OF SERVICE. IT IS YOUR RESPONSIBILITY TO
REVIEW THE PRIVACY POLICIES AND TERMS OF SERVICE OF ANY OTHER WEBSITE YOU VISIT.
YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY
WEBSITES, CONTENT, PRODUCTS, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
- Electronic Communications.
We can only give you the benefits of our service by
conducting business through the Internet, and therefore we need you to consent to our
giving you Communications electronically. This Section 14 informs you of your rights
when receiving Communications from us electronically. For contractual purposes,
you (i) consent to receive communications from us in an electronic form; and (ii)
agree that all terms and conditions, agreements, notices, documents, disclosures, and
other communications (“Communications”) that we provide to you
electronically satisfy any legal requirement that such Communications would satisfy
if it were in a writing. Your consent to receive Communications and do business
electronically, and our agreement to do so, applies to all of your interactions and
transactions with us. The foregoing does not affect your non-waivable rights.
You may also receive a copy of these Terms of Service by accessing this Site.
You may withdraw your consent to receive Communications electronically by
contacting us in the manner described below. If you withdraw your consent, from that
time forward, you must stop using the Site and Services. The withdrawal of your
consent will not affect the legal validity and enforceability of any obligations or
any electronic Communications provided or business transacted between us prior to the
time you withdraw your consent. Please keep us informed of any changes in your
email or mailing address so that you continue to receive all Communications without
- General Terms. You
are responsible for compliance with all applicable laws. The Terms of Service
and the relationship between you and SearchToolbar will be governed by the laws of the
Commonwealth of Virginia, without giving effect to any choice of laws principles that
would require the application of the laws of a different country or state. Any
legal action, suit or proceeding arising out of or relating to the Terms of Service,
or your use of the Site or Services must be instituted non-exclusively in the federal
or state courts located in Fairfax County, Virginia and in any other jurisdiction.
You further consent to exclusive personal jurisdiction and venue in, and agree
to service of process issued or authorized by, any such court. These Terms of
Service are personal to you, and you may not transfer, assign or delegate your right
and/or duties under these Terms of Service to anyone else and any attempted
assignment or delegation is void. You acknowledge that we have the right
hereunder to seek an injunction, if necessary, to stop or prevent a breach of your
obligations hereunder. The paragraph headings in these Terms of Service, shown
in boldface type, are included only to help make these Terms of Service easier to
read and have no binding effect. Any delay or failure by us to exercise or
enforce any right or provision of these Terms of Service will not constitute a waiver
of such right or provision. No waiver by us will have effect unless such waiver
is set forth in writing, signed by us; nor will any such waiver of any breach or
default constitute a waiver of any subsequent breach or default. These Terms of
Service constitute the complete and exclusive agreement between you and us with
respect to the subject matter hereof, and supersedes all prior oral or written
understandings, communications or agreements. If for any reason a court of competent
jurisdiction finds any provision of these Terms of Service, or portion thereof, to be
unenforceable, that provision of the Terms of Service will be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the remainder of
these Terms of Service will continue in full force and effect. If you are a California resident, you waive California Civil Code §1542,
which says: "A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
- SURVIVAL. Sections 1, 2,
4, 5 and 7 through 17, as well as any other limitations on liability explicitly set
forth herein and our proprietary rights in and to the Site, SearchToolbar Content, User
Content, Feedback, Our Technology and the Services, will survive the expiration or
termination of these Terms of Service for any reason.
- NOTICE; VIOLATIONS. We may give notice to you by email, a posting on the Site, or other
reasonable means. You must give notice to us in writing via email to firstname.lastname@example.org or
as otherwise expressly provided. Please report any violations of these Terms of
Service to email@example.com.
LAST UPDATED: March 7, 2011
These Terms and Conditions for the SearchToolbar Toolbar constitute a binding, contractual agreement ("Agreement") between you and SearchToolbar Limited ("SearchToolbar"). This Agreement applies solely to your use of the software, updates, plug-ins and services associated with the toolbar application with which this Agreement is provided (the "Toolbar"). By accepting this Agreement or by installing or using the Toolbar, you are indicating your acceptance and agreeing to all the terms and conditions of this Agreement. If you do not accept and agree to the following terms and conditions, you must not use or install the Toolbar.
SearchToolbar may change any of the terms and conditions contained in this Agreement at any time in its sole discretion. Notice of material changes to this Agreement will be posted when they become effective. You are responsible for reviewing the notice and any applicable changes. You agree that your continued use of the Toolbar following any changes to this Agreement and after the changes take effect will constitute your acceptance of such changes. If you do not agree to future changes to this Agreement, stop using the Toolbar after the effective date of such changes and uninstall the Toolbar.
1. LICENSE. Provided that you comply with the terms of this Agreement, SearchToolbar grants you a personal, limited, non-exclusive and non-transferable license to install and use the Toolbar on a single computer, solely in object code format and solely for personal and non-commercial purposes. This license does not entitle you to receive from SearchToolbar hard-copy documentation, support, telephone assistance, or enhancements or updates to the Toolbar, though we may provide any of the foregoing in our sole discretion.
3. RESTRICTIONS. You may not: (a) use, copy, modify, download or transfer the Toolbar or any component of the Toolbar, in whole or in part, except as expressly provided in this Agreement or with SearchToolbar's written consent; (b) reverse engineer, disassemble, decompile, or translate the Toolbar, attempt to derive the source code of the Toolbar, create any derivative work from the Toolbar, or authorize or assist any third party to do any of the foregoing; (c) rent, lease, loan, resell for profit, or distribute the Toolbar, or any part thereof; (d) remove or alter any proprietary notice or legend regarding SearchToolbar's or its licensors' proprietary rights in the Toolbar; (e) use the Toolbar except in accordance with applicable laws and regulations; (f) use the Toolbar to defraud any third party or to distribute obscene or other unlawful materials or information; (g) use the Toolbar in any way to transmit, directly or indirectly, any unsolicited bulk communications (i.e., spam); (h) block, disable, or otherwise affect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute an integral part of the Toolbar; (i) incorporate, integrate or otherwise include the Toolbar or any portion thereof (including the communications protocols) into any software, program or product that communicates, accesses, or otherwise connects with SearchToolbar's networks or other online services; or (j) use or export the Toolbar outside of the United States.
4. OWNERSHIP. The Toolbar is the property of SearchToolbar and/or its licensors, and SearchToolbar and/or its licensors retain all right, title and interest to the Toolbar, including any intellectual property rights regarding trademarks, service marks and trade secrets, as well as any rights in copyrighted and/or patented materials provided to you as part of the Toolbar. Except for the limited license granted to you in this Agreement, you obtain no rights to the Toolbar, and SearchToolbar and/or its licensors reserve all rights not expressly granted to you.
5. FEEDBACK. In the event that you provide SearchToolbar with any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Toolbar (collectively "Feedback"), you agree that SearchToolbar may use the Feedback to modify the Toolbar and SearchToolbar's other products and services and that you will not be due any compensation, including any royalty related to the Toolbar or other product or service that incorporates your Feedback. You grant SearchToolbar a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with SearchToolbar, unless SearchToolbar has entered into a separate agreement with you that provides otherwise.
6. DISCLAIMER. SearchToolbar PROVIDES THE TOOLBAR "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE TOOLBAR RESIDES WITH YOU. SearchToolbar AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. SearchToolbar MAKES NO WARRANTY THAT THE TOOLBAR WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SearchToolbar MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TOOLBAR, OR THAT DEFECTS IN THE TOOLBAR WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF THE TOOLBAR. NO CONTENT, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SearchToolbar THROUGH THE TOOLBAR, ITS WEBSITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL SearchToolbar OR ANY OF ITS LICENSORS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL OR LOST PROFITS OR LOST OPPORTUNITIES IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE TOOLBAR OR THE PERFORMANCE OR NON-PERFORMANCE OF THE TOOLBAR, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SearchToolbar HAS BEEN NOTIFIED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT WILL SearchToolbar'S LIABILITY FOR ANY DAMAGES TO YOU OR ANY THIRD PARTY EVER EXCEED ONE HUNDRED DOLLARS (U.S. $100.00) REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT SearchToolbar MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF ITS LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
8. INDEMNITY. You agree to indemnify, defend, and hold harmless SearchToolbar from any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable fees for attorneys) that SearchToolbar may sustain or incur from: (a) your use of the Toolbar; (b) your breach of any of your obligations or any restrictions set forth in this Agreement, or (c) SearchToolbar's enforcement of this Agreement against you.
9. THIRD PARTY OFFERINGS. Third parties may from time to time offer applications or services to access, "plug-in" or interact with the Toolbar. You may only use third-party applications authorized by SearchToolbar for use with the Toolbar. Your use of any third-party applications will be at your own risk and subject to the terms and conditions of those third parties. SearchToolbar MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE THIRD PARTY APPLICATIONS OR SERVICES, AND SearchToolbar DISCLAIMS ALL LIABILITY RELATED THERETO.
10. NO DUTY TO CORRECT ERRORS. Without limiting the provisions of Section 1, you acknowledge and agree that SearchToolbar has no obligation under this Agreement to correct any defects or errors in the Toolbar furnished to you under this Agreement, regardless of whether you inform SearchToolbar of such defects or errors or SearchToolbar otherwise is, or becomes aware of, such defects or errors. To the extent SearchToolbar provides you with any updates or upgrades to the Toolbar, such updates and upgrades shall be deemed to constitute part of the Toolbar and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Toolbar. SearchToolbar may provide mandatory updates to the Toolbar with or without notice to you to ensure the continued performance, security and stability of the Toolbar. SearchToolbar may also make available other updates to the Toolbar that you will have the option to install.
11. TERMINATION. The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first install or use the Toolbar, whichever first occurs. This Agreement will terminate immediately without notice to you if you breach any term or condition herein. You shall be entitled to terminate this Agreement without cause at any time by stopping use of the Toolbar. SearchToolbar shall be entitled to terminate this Agreement without cause upon written notice to you. Upon termination, all rights granted to you under this Agreement will immediately cease, you may not thereafter install or use the Toolbar, and you must delete or destroy all copies of the Toolbar in your possession. All provisions of this Agreement, except for the license grant in Section 1 above, survive the termination of this Agreement. SearchToolbar may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within SearchToolbar's computer or communications networks.
12. GENERAL PROVISIONS. This Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to, or application of, rules or principles regarding conflicts of law. The state and federal courts located in the Commonwealth of Virginia shall have sole and exclusive jurisdiction over any disputes arising under this Agreement, and you agree to submit to the personal jurisdiction of such courts. You acknowledge that SearchToolbar will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. In the event that SearchToolbar prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, SearchToolbar will be entitled to receive its costs, expert witness fees and reasonable attorney's fees, including costs and fees on appeal. The failure of SearchToolbar to require your performance of any provision in this Agreement shall not affect SearchToolbar's full right to require such performance at any time thereafter; nor shall the waiver by SearchToolbar of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. This Agreement is personal to you, and you may not transfer, assign or delegate your right and/or duties under this Agreement to anyone else. Any attempted assignment or delegation is void. This Agreement, together with the SearchToolbar Terms of Service, is the complete and exclusive statement of the agreement between SearchToolbar and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.
13. GOVERNMENT USERS. Each of the components that constitute the Toolbar and its related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Toolbar and any documentation provided with the Toolbar with only those rights set forth in this Agreement.
14. ELECTRONIC NOTICES. You agree to this Agreement electronically. You authorize SearchToolbar to provide you any information and notices regarding the Toolbar ("Notices") in electronic form. SearchToolbar may provide Notices to you: (a) via e-mail if you have provided a valid email address or (b) by posting the Notice on a website designated by SearchToolbar for this purpose. The delivery of any Notice is effective when SearchToolbar sends or posts it, regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Toolbar and terminating this Agreement. As long as you are able to access the internet using the Toolbar, you will be able to receive electronic Notices from SearchToolbar.
15. PERFORMANCE AND USAGE INFORMATION.
a. Technical Information. When installed, the Toolbar may, from time to time, automatically report back information to SearchToolbar's servers related to installation, updates, usage and errors arising in connection with your use of the Toolbar, without notice to you. The primary use of this data is to help diagnose and resolve technical and performance issues in relation to the Toolbar's compatibility with the latest operating systems.
b. Feature Usage Information. The Toolbar may also provide SearchToolbar with anonymous information about use of the Toolbar's features and buttons. SearchToolbar uses this information in the aggregate to determine which Toolbar features and buttons are most popular and useful to its users, and to validate the continued existence and usage of an installed Toolbar.
c. Toolbar ID. The Toolbar may contain a specific identification number for the purpose of tracking the number of unique instances of the Toolbar in use.
d. Personalization. You may be asked to provide SearchToolbar with certain information so that SearchToolbar can personalize content presented to you through the Toolbar. For example, you may be asked for your zip code, which could be used to provide you with relevant local weather and/or news reports.
Last updated: 4th November 2010