WEBPOSITION® and MARKETPOSITION™ Terms of Use

Terms of Use for Site User | Terms of Use for Subscriber

Last updated: May 18, 2010

Terms of Use for Site User

Welcome to the www.webposition.com and www.marketposition.com Web sites (“Sites”). Please note that the Sites and the WebPosition® services are offered and owned by InfoSpace, Inc. (“Infospace” or “we”). Before using the Sites, please read these Terms of Use set forth below. By using or accessing the Sites, you accept, without limitation or qualification, the terms and conditions described herein “Terms of Use.” By creating an account or subscribing to the WebPosition products or services (the “Services”), you accept, without limitation or qualification, the additional Terms of Use for Subscribers.

We reserve the right to review and revise the Terms of Use from time to time without prior notice and, by using either Site subsequent to any revision of the Terms of Use, you agree to be bound by such changes. You should frequently review the Terms of Use and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Sites. If you find the Terms of Use to be unacceptable, you must immediately terminate your use of the Sites.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with InfoSpace with respect to the Services. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf, and that such entity agrees to indemnify you and InfoSpace for violations of these Terms of Use.

1. Privacy Policy

Please refer to the Sites’ Privacy Policy for information on how we collect, use and disclose personally identifiable information from its users. You agree to the use of your information in accordance with the Privacy Policy.

2. Disclaimer

THE SITES MAY CONTAIN ADVICE, OPINIONS, INSTRUCTIONS AND STATEMENTS FROM US, OTHER USERS AND CONTENT AND INFORMATION PROVIDERS. THE CONTENT IS INTENDED TO BE USED FOR INFORMATIONAL PURPOSES ONLY. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY INFOSPACE, THE SITE, THE SITE MATERIALS CONTAINED THEREIN AND THE OFFERED SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. INFOSPACE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT AND MATERIALS IN THE SITE. INFOSPACE DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE INFOSPACE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE AND SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

INFOSPACE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO CONTENT, INFORMATION, DOCUMENTS, GRAPHICS AND IMAGES.

We make no commitment to update what is contained in the Sites. Furthermore, we reserve the right to temporarily, or permanently, modify, alter, discontinue or delete the same without prior notice. Consequently, you should not rely upon opinions expressed at the Sites when making business, financial, personal or other decisions. Furthermore, we do not endorse the opinions of third parties expressed on the Sites or on linked Web sites.

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by InfoSpace.

3. Conduct

We may make certain services available, including without limitation, e-mail, chat rooms, message boards and other community services; provided that you agree to abide by Terms of Use. To post content on the Sites, you must first complete the account registration process. You agree that you will review, maintain, correct and update such information in a timely manner to maintain its accuracy and completeness. In consideration for our providing such services, you also agree not to:

  1. Violate any applicable law, regulation or rule;
  2. Harass, offend, threaten, embarrass, distress or invade the privacy of any individual or entity;
  3. Post or transmit any commercial, advertising or promotional materials, including without limitation, "spam" or mass distributions;
  4. Provide false information on your registration form or impersonate another person at any point;
  5. Post or transmit false, inappropriate, improper, disorderly or excessive messages or information.
  6. Post any material that infringes upon any third party's copyright, trademark, patent or other intellectual property right.

If you violate such terms, we may, without prior notice and without liability to you, ban you from any and all services, terminate your registration, delete your messages or postings, and take any other action we deem appropriate in our sole discretion.

4. Security

Some features of the Sites or the Services require user registration and in such case, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Sites (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to us, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and other information you provide to us. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account.

5. Limitation of Damages

IN NO EVENT WILL WE, OUR OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEB SITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, SITE AND OTHER CONTENT AND MATERIALS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INFOSPACE EXCEED THE COMPENSATION YOU PAY TO US, IF ANY, FOR ACCESS TO OR USE OF THE SITE.

6. Ownership; License

Unless otherwise indicated in the Sites, the Sites and all content and other materials on the Sites, including, without limitation, the WebPosition logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of and are subject to Copyright © 2010 InfoSpace, Inc. All rights reserved. All other rights, title and interest (including all other copyrights, trademarks and other intellectual property rights) in the Sites and all names, terms, logos, slogans, images and other indicia identifying InfoSpace's products or services are proprietary marks belonging to InfoSpace. WebPosition is a registered trademark of Infospace, Inc.

For a complete and current list of InfoSpace trademarks, please visit http://www.infospaceinc.com/trademarks.aspx. The names of companies and products not owned by InfoSpace and mentioned herein may be the trademarks of their respective owners. Any use of the copyrighted contents or the trademarks belonging to InfoSpace, Inc. without the express written permission of InfoSpace, Inc. is strictly prohibited.

You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms of Use and, unless otherwise provided for under separate terms and conditions, does not include: (a) any resale or commercial use of the Sites or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Sites, the Site Materials or any information contained therein, except as expressly permitted on the Sites; or (g) any use of the Sites or the Site Materials other than for its intended purpose. Any use of the Sites or the Site Materials other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

You retain copyright and any other rights you already hold in content that you submit, post or display on or through, the Sites. By submitting, posting or displaying your content through the Sites (”Your Content”), you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, create derivative works and distribute Your Content. You also hereby waive any moral rights you may have in Your Content under the laws of any jurisdiction. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Use. You agree that we may (but are not obligated to) display Your Content, and your user name or your actual name (according to the preferences you select at the time that you register) along with Your Content. You confirm that you have all the right, power and authority necessary to grant the above license and that posting Your Content for any period of time is sufficient consideration for the license granted herein.

Without limiting the foregoing, the provisions within this Terms of Use regarding “Your Content” do not apply to data that is submitted as part of the subscription services covered under the additional Terms of Use for Subscribers of the WebPosition Products and Services. Please refer to those Additional Terms for information on subscriber data and reports.

When you submit ideas, suggestions, or proposals (collectively “Ideas”) to us, you represent, warrant, and agree that: (i) your Ideas do not include confidential or proprietary information, you have all necessary rights to submit them to us and that they do not and will not infringe or violate any third party rights of any kind; (ii) if we so choose, we may use and disclose your Ideas in any way, and (iii) we have no obligation to pay or reimburse you for your Ideas or our use of your Ideas. You also acknowledge that (a) we may have already created, or be in the process of creating, content that may be substantially similar to your Ideas or work samples at the time you submit those Idease or samples to us, and (b) elements of your Ideas and work samples may not be subject to protection under copyright law.

7. Removing Your Content

You may choose from time to time to remove or modify Your Content if doing so would not interfere with other users’ ability to enjoy the Sites. For example, a request to remove your comments or posts from a long string of interactive posts could render the entire thread unintelligible and eliminate the ability of the other users of the Sites to read and enjoy that thread. In these situations, we may anonymize Your Content so that the threaded conversation remains intact. Furthermore, if, prior to such removal or modification, we have created, or developed specific plans to create any electronic or printed materials containing such content (e.g. advertising, promotion or otherwise), then you agree that we may continue to exploit materials containing such content after you have removed or modified that content. Six (6) months following your removal of Your Content, you may issue written notice to us to cease displaying such content by following the process outlined in Section 8 below. We will use commercially reasonable efforts to cease displaying such content within thirty (30) days of our receipt of your notice.

8. Claims of Copyright Infringement

We respect the intellectual property of others and may, in appropriate circumstances and at our discretion, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that any material on either Site infringes on any copyright which you own or control, or that any link on either Site directs you to another Web site that contains material that infringes on any copyright which you own or control, you may file a notification of such infringement with our designated agent to have the material removed or otherwise blocked from access. Please provide written notice to us at:

Infospace, Inc.
Legal Department
Attn: WebPosition/MarketPosition Terms of Use
601-108th Ave. NE, Suite 1200
Bellevue, WA 98004
USA

Or using the Contact Form and including the following information:

9. Monitoring

We are under no obligation to regularly monitor the accuracy or reliability of user content. Notwithstanding the foregoing, we reserve the right to modify or remove any content at any time. Any opinions, advice, statements, services, offers, or other information or user content expressed or made available by third parties, including other users are those of the respective author(s) or distributor(s) and not of InfoSpace. InfoSpace neither endorses nor is responsible for the accuracy or reliability of any opnion, advice, information, or statement made on the Sites by anyone other than authorized employees acting in their official capacities.

10. Indemnification

YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS AND AFFILIATES, SUCCESSORS AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DEMANDS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE DUE TO, OR THAT ARISE FROM: (i) ANY CONTENT YOU POST, STORE OR OTHERWISE TRANSMIT ON OR THROUGH THE SITES; (ii) YOUR USE, MISUSE OR INABILITY TO USE THE SITES OR ANY SERVICES THEREIN; (iii) YOUR IMPROPER AUTHORIZATION FOR INFOSPACE TO COLLECT, USE OR DISCLOSE YOUR CONTENT; (iv) ANY DISCLOSURE MADE WITH YOUR PERMISSION (INCLUDING, WITHOUT LIMITATION, YOUR CONSENT TO DISCLOSE YOUR PERSONAL INFORMATION AND OTHER INFORMATION COLLECTED AS SET FORTH IN OUR PRIVACY POLICY); OR (v) FOR INFRINGEMENT BY YOU OR OTHERS OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHT OF ANY THIRD PARTY. WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.

11. Governing Law

THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN KING COUNTY, WASHINGTON, USA, AND YOU SHALL NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION EXCEPT IN THE FOREGOING COURTS.

12. International Use

We do not represent that all content, materials and services on our Web site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and accessing such from certain locations may be illegal and prohibited. Those who do access content, materials and services from such locations act on their own initiative and we are not responsible for their compliance with local laws or other applicable laws. You will not access the foregoing where prohibited by law.

Any software and all underlying information and technology downloaded or viewed from the Sites (collectively the "Software or Technical Data") by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations ("EAR", 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any country, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration's Denied Parties List and the U.S. Department of Treasury's Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

13. No Waiver; Severability

You agree that if we do not exercise or enforce any legal right or remedy that is contained in the Terms of Use (or that we have the benefit of under any applicable law), this will not be deemed to be a formal waiver of our rights and that those rights or remedies will remain available to us at all times. Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from these Terms of Use in that jurisdiction without in any way invalidating the remaining provisions of these Terms of Use. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.

14. Termination

Notwithstanding any of these Terms of Use, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Sites, and to block or prevent your future access to and use of the Sites. We may also, in our sole discretion, discontinue the Sites or any part thereof, with or without notice. You agree that you do not have any rights to the Sites and we will have no liability to you if we discontinue the Sites or your ability to access the Sites is terminated.

Question and Contact Information:

We can be contacted regarding your questions and comments about the Sites, the Services or these Terms of Use, either through the Contact Form or in writing to:

Infospace, Inc. Legal Department
Attn: WebPosition/MarketPosition Terms of Use
601-108th Ave. NE, Suite 1200
Bellevue, WA 98004
USA

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Terms of Use for Subscriber

Following are the terms and conditions for use of the WebPosition® products and services described herein (the “Services”) between InfoSpace, Inc. (“InfoSpace” or “we”) and you (either an individual or a legal entity that you represent as an authorized employee or agent) (“You”). Please read them carefully. BY COMPLETING THE REGISTRATION PROCESS ON THE WEBPOSITION.COM WEB SITE (THE “SITE”) AND SELECTING A LEVEL OF THE SERVICES OFFERED THEREIN, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF USE FOR SITE USERS (“TERMS OF USE”) AND ALL OF THESE TERMS OF USE OF THE SERVICE BY SUBSCRIBERS (THE “SUBSCRIBER TERMS”). BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE AND THE SUBSCRIBER TERMS.

The Subscriber Terms are subject to change without prior notice at any time, in our sole discretion so you should review the Subscriber Terms each time you make a purchase.

1. Definitions

"Databases" means proprietary database(s) used by the WebPosition service to produce the requested analyses.
"Database Updates” means changes to the content of the Databases.
"Documentation" means any accompanying proprietary documentation made available to you by us for use with the Services, including any documentation available online or otherwise.
"Keyword" means a word or phrase used as a search term on a Search Engine.
"Order" means a purchase commitment made by you.
"Permitted Capacity" means the Permitted Number of Report Runs, Keywords, Search Engines, or Results Pages, as provided for by the level of the Subscription.
"Report" means an individual analysis in the Services. The information contained in a Report varies with the level of the Subscription, but generally will describe the ranking results from a search for Keywords specified by the Subscriber, using specified Search Engines, conducted with a specified frequency. The term "Report" refers to the presentation, delivery, or one or more unique set of results and the specifications provided by the Subscriber, including lists of keywords, URLs, and competitor URLs.
"Search Engine" means an online service that is designed to use an algorithm or a mixture of algorithmic and human input to search the World Wide Web for specified information.
"Services" shall include the WebPosition products and services, including Software, Databases, Database Updates, and Software Upgrades together with applicable documentation and media.
"Software" means InfoSpace’s proprietary software applications used by the Services.
"Software Upgrades" means certain modifications or revisions to the Software.
"Subscriber" means the individual, company, jointly owned subsidiaries and their parent company, or other legal entity that has registered its details at the Site.
"Subscription" means a non-exclusive, nontransferable right to use the Services in accordance with the Terms of Use, the Subscriber Terms, and the Order.
"Subscription Fees" means the agreed upon fees in an Order.
"Subscription Term" means the agreed upon time period in an Order.

2. Subscription and Grant of Right to Use. Subject to Terms of Use and the Subscribers Terms, we grant to you a limited, revocable, non-exclusive, non-sublicensable license to use the Services solely as provided in your Subscription at the Permitted Capacity set forth in the Order for the Subscription Term. You may use the Services during the Subscription Term, provided you have paid and continue to pay the Subscription Fees, if applicable. We may terminate provision of the Services at the end of a Subscription Term unless you continue to pay Subscription Fees for Services that require a Subscription Fee. Subscription Fees are nonrefundable. We may audit our systems to confirm your authorized use of the Services.

Without limiting the foregoing, we hereby acknowledge your right and ownership in and to the data contained in the Report. During the Subscription Term, and without transferring any additional rights in the underlying Software or Services that create the format of the Report, we hereby grant to you the right to: (i) reproduce, copy, modify, adapt, translate and otherwise create derivative works of, (ii) transmit, publish, and (iii) remove or place proprietary notices on, the Reports.

This license will terminate immediately if you fail to comply with these terms.

3. Provision of Services. We will use commercially reasonable efforts to provide the Services for the Subscription Term. If we determine that the security or proper function of the Services would be compromised due to, hacking, denial of service attacks or other activities originating from or directed at Subscriber’s network, we may immediately suspend the Services until the problem is resolved. We will promptly notify and work with Subscriber to resolve the issues. We may modify, enhance, replace, or make additions to the Services.

4. Member Account, Password and Security. To register for the Services, you must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form, including your e-mail address (username) and password. You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your Account. You agree to notify us immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, we may log in to the Services under Your customer password in order to maintain or improve service, including to provide you assistance with technical or billing issues. You hereby acknowledge and consent to such access.

5. Service Levels. We do not guarantee the Services will be operable at all times.

6. Confidentiality. We may use information from your Reports, individually or aggregated with information from other users, for the purpose of improving or enhancing the Services. However, we will not share your Reports with third parties or with other business units of our parent company without your prior written consent, except for the purpose of performing our obligations under these terms or if required by law, regulation, or court order. If so compelled, we agree to give you as much notice as is reasonably practicable prior to disclosing such information.

7. Limited Warranty. For the Subscription Term, we warrant that the Services will operate substantially as described under normal use. We do not warrant that: (A) the Services will (i) be free of defects, (ii) satisfy Subscriber’s requirements, (iii) operate without interruption or error, or (iv) identify every search engine listing containing a reportable Keyword; or (B) data contained in the Databases will be (i) appropriately categorized or (ii) that the algorithms used in the Services will be complete or accurate; or (C) that the search engine listings will be accurate.

We will use reasonable efforts to remedy any significant non-conformance in the Services that is reported to us and that we can reasonably identify and confirm. We, in our sole discretion, will repair or replace any such non-conforming or defective Services, or refund a pro-rata portion of the unused Subscription Fees paid for the remainder of the then current term. This paragraph sets forth your sole and exclusive remedy and our entire liability for any breach of warranty or other duty related to the Services. Any unauthorized modification of the Services, tampering with the Services, use of the Services inconsistent with the accompanying documentation, or related breach of this Agreement shall void the warranty. EXCEPT AS EXPLICITLY STATED AND TO THE EXTENT ALLOWED BY LAW, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES.

8. Termination. This Agreement is effective until the end of the Subscription Term for such use as is authorized, or until terminated by either party. You may terminate this Agreement at any time upon notice to us. We may terminate this Agreement if we find that you have violated the Agreement. Upon notification of termination by either party, Subscriber must cease using the Services. In the event of any termination (a) you will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Subscription Term will be immediately due and payable in full and (c) all of your historical report data will no longer be available to you.

9. Limitation of Damages. IN NO EVENT WILL WE, OUR OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT (INCLUDING WITHOUT LIMITATION, COST OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEB SITE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU ACKNOWLEDGE THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR US TO PROVIDE THE SERVICES, SITE AND OTHER CONTENT AND MATERIALS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INFOSPACE EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER TO INFOSPACE FOR THE APPLICABLE SERVICES OVER THE ONE YEAR PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM AROSE FOR THE SERVICES THAT DIRECTLY CAUSED THE LIABILITY.

10. Indemnification. YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS AND AFFILIATES, SUCCESSORS AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DEMANDS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE DUE TO, OR THAT ARISE FROM: (i) ANY CONTENT YOU POST, STORE OR OTHERWISE TRANSMIT ON OR THROUGH THE SITE; (ii) YOUR USE, MISUSE OR INABILITY TO USE THE SITE OR ANY SERVICES THEREIN; OR (iii) FOR INFRINGEMENT BY YOU OR OTHERS OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHT OF ANY THIRD PARTY. WE MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH US IN SUCH EVENT.

111. Governing Law. THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN KING COUNTY, WASHINGTON, USA, AND YOU SHALL NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION EXCEPT IN THE FOREGOING COURTS.

12. Export Information. We do not represent that all content, materials and services on the Site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and accessing such from certain locations may be illegal and prohibited. Those who do access content, materials and services from such locations act on their own initiative and we are not responsible for their compliance with local laws or other applicable laws. You will not access the foregoing where prohibited by law.

Any software and all underlying information and technology used or viewed from the Site (collectively the "Software or Technical Data") by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations ("EAR", 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration's Denied Parties List and the U.S. Department of Treasury's Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

13. No Waiver; Severability. You agree that if we do not exercise or enforce any legal right or remedy, this will not be deemed to be a formal waiver of our rights and that those rights or remedies will remain available to us at all times. Any provision of these Subscriber Terms that is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable from these terms in that jurisdiction without in any way invalidating the remaining provisions. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.

Question and Contact Information:
We can be contacted regarding your questions and comments about the Site, the Services, the Terms of Use or SubscriberTerms, either through the Contact Form or in writing to:

Infospace, Inc.
Legal Department
Attn: WebPosition Terms of Use
601-108th Ave. NE, Suite 1200
Bellevue, WA 98004
USA

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