The parties agree as follows:
CONTENT PROVIDED TO Customer
Company will provide to Customer search results ("Content") generated by
Company's proprietary search engine. Content includes all pages generated
by Company's search engine upon standard processing of a query and all
pages previously archived by Company's search engine which may be displayed
to an end user.
Company is not responsible for the data and information contained in the
Customer will not cache, copy, compile or otherwise store the Content for
redistribution, and will not permit End Users to cache, copy, compile or
otherwise store the Content for redistribution. For purposes of this
Agreement, an "End User" is a user identifiable by a unique IP address or
by a unique registration ID with Customer. Notwithstanding the foregoing,
the customer may distribute search results to its affiliates. However, all
queries received from said affiliates must be forwarded to Gigablast.
Company will not provide Customer with more than 10 results per Search. To
receive more than 10 results for a Search, multiple Searches will be
required or Customer will pay the additional amounts as described below.
Customer may rebrand, rerank or add information to the search results as it
Company may change any and all prices at anytime without notice.
All deposits are non-refundable.
CONTENT OWNERSHIP AND LICENSE; QUERIES
Company will retain all right, title and interest in and to the Content
worldwide (including, but not limited to, ownership of all copyrights and
other intellectual property rights therein). Subject to the terms and
conditions of this Agreement, Company hereby grants to Customer a non-
exclusive, worldwide license to transmit the Content derived from each
search to a single End User in accordance with this Agreement.
The parties will jointly own all queries entered by End Users and will be
able to use such queries without accounting to the other. Each party will
own any compilations of queries it creates, and will not be required to
share such compilations with the other.
TRADEMARK OWNERSHIP AND LICENSE
Company will retain all right, title and interest in and to its trademarks,
service marks and trade names worldwide, including any goodwill associated
therewith, subject to the limited license granted to Customer hereunder.
Any use of any such trademarks by Customer shall inure to the benefit of
Company and Customer shall take no action that is inconsistent with
Company's ownership thereof.
Company hereby grants to Customer a non-exclusive, limited license to use
its trademarks, service marks or trade names only as specifically described
in this Agreement. All such use shall be in accordance with Company's
reasonable policies regarding advertising and trademark usage as
established from time to time.
As the parties may agree in writing; or
To the extent permitted by applicable law.
LIMITATION OF LIABILITY
THE LIABILITY OF COMPANY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER
IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT
In the event that disputes between the parties arising from or concerning
in any manner the subject matter of this Agreement, other than disputes
arising from or concerning trademarks, service marks or trade names and/or
confidentiality, cannot be resolved through good faith negotiation within
30 days after notice of dispute is provided to the other party, the parties
will refer the dispute(s) to the American Arbitration Association for
resolution through binding arbitration by a single arbitrator pursuant to
the American Arbitration Association's rules applicable to commercial
disputes. The arbitration will be held in the United States District Court
of New Mexico
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New Mexico.
No Agency. The parties are independent contractors and will have no power
or authority to assume or create any obligation or responsibility on behalf
of each other. This Agreement will not be construed to create or imply any
partnership, agency or joint venture.
Severability. In the event that any of the provisions of this Agreement are
held to be unenforceable by a court or arbitrator, the remaining portions
of the Agreement will remain in full force and effect.
Entire Agreement. This Agreement is the complete and exclusive agreement
between the parties with respect to the subject matter hereof, superseding
any prior agreements and communications (both written and oral) regarding
such subject matter. This Agreement may only be modified, or any rights
under it waived, by a written document executed by both parties.
[last update: Apr 4 2019]