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| 1. |
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Description Of Service |
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whatUseek ("whatUseek") provides a site search service ("Service") under the title
of "siteLevel". The Service allows users ("Users") to place a search box on their Web site
("Web Site") from which a visitor ("Visitor") to the given site can search within that site. Subject
to the terms of this agreement ("Agreement"), whatUseek shall grant you ("You") license to use the service
within the scope provided for in this Agreement. |
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| 2. |
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Acknowledgement Of Agreement |
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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 Service is licensed pursuant to this agreement. In such event, you
warrant and represent that as the individual clicking on the "Accept" button, you are authorized to enter into this
agreement on behalf of the Company for which the Service is being created and which owns the Web site being indexed. |
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| 3. |
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Entire Agreement |
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This Agreement constitutes the entire agreement between You and whatUseek and governs Your use of the
Service. |
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| 4. |
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This Agreement Is Personal To You |
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This Agreement does not include the right to sublicense and may not be assigned, by operation of law or
otherwise, or transferred without the prior and explicit written consent of whatUseek. Any attempted assignment in the
derogation hereof shall be null and void. |
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| 5. |
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Prohibitions |
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You shall be prohibited from using the Service and this Agreement shall automatically terminate if You
use the Service in connection with any of the following material, content or activities: (i) Nudity, pornography, or sexual
material of a lewd, lecherous or obscene nature and/or intent or that violates local, state or national laws; (ii) any
material that violates or infringes in any way upon the rights of others, pirated software (copyrighted photographs, text,
video or artwork); (iii) any material that is threatening, abusive, harassing, defamatory, invasive or privacy or publicity
rights, vulgar, obscene, profane, indecent, or otherwise objectionable, including posting private information of another
person; (iv) content that promotes, encourages, or provides instructional information about illegal activities including,
without limitation, hacking, cracking, or phreaking (phone fraud); (v) any software, information or other material that
contains a virus, "Trojan Horse," trap door, corrupted data or any other harmful or damaging component; (vi) content
containing hate propaganda, hate mongering, swearing, or fraudulent material. |
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| 6. |
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Listing Of Account |
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You grant whatUseek permission to list Your name and Web site name in listings of Users of the
Service. |
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| 7. |
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Right To Information |
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You affirm having legal right to store, reproduce or otherwise make use of information of the Web Site
specified by You, and acknowledge that this information may be accessed and stored by whatUseek. You retain all legal
rights to this information. |
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| 8. |
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Dealings With Advertisers |
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Your and/or Your Visitors' correspondence or business dealings with, or participation in promotions of,
advertisers ("Advertisers") found on or through the Service (through advertising banners, email advertisements,
etc.), including payment and delivery of related goods or services, and any other terms, conditions, warranties or
representations associated with such dealings are solely between You and/or your Visitors and such Advertiser. You agree
that whatUseek shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such
dealing or as the result of the presence of such Advertisers on the Service. |
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| 9. |
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No Removal Of whatUseek Formatting Of Results |
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The search results of the Service shall only be used by You in the format served by whatUseek.
You may not parse and/or extract the search results with the effect of changing or omitting the formatting of the search
results as provided by whatUseek. In addition, You may not place code into the Advanced Customization settings that
purposefully omit whatUseek formatting of results, including but not limited to interfering with the placement of advertising
banners or credit text and graphics. |
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| 10. |
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No Resale Of Service |
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You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any
portion of the Service, use of the Service, or access to the Service. |
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| 11. |
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siteLevel Free Service |
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By default, You shall be provided with the Free Service ("siteLevel Free Service").
whatUseek shall accordingly place advertising banners and/or listings in a manner and format at whatUseek's sole
discretion. Additionally, a credit button shall be placed on your search results pages containing graphics and the text
of "Powered by whatUseek" or similar text. |
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| 12. |
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Premium Service |
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Upon Your payment of applicable fee(s) to whatUseek, whatUseek shall provide You with the Premium
Service ("Premium Service") described on the siteLevel Web site. As part of the Premium Service, whatUseek
shall discontinue, for the period that Your Account's fees are paid up to date, the placement of advertisements on your search
results pages. whatUseek shall also discontinue the placement of a credit button at the bottom of Your search results
pages and instead replace it with a non-hyperlinked text credit. Certain other exclusive features may be provided to the
Premium Service as described on the siteLevel Web site. The Premium Service shall be provided for the period that
applicable fees are paid up to date. If and when applicable fees for the Premium Service pass due, whatUseek shall
change the designation of Your Account to the siteLevel Free Service. In the case that You pay for the Premium Service
by credit card, you grant whatUseek permission to charge Your credit card automatically at the beginning of the billing period
cycle which You specify when purchasing the Premium Service until which time that You either delete Your Account or
discontinue the Premium Service for Your Account. |
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| 13. |
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Modifications To Service |
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whatUseek reserves the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or without notice. You agree that whatUseek shall not be liable to
You or to any third party for any modification, suspension or discontinuance of the Service. |
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| 14. |
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Development Of Competitive Product |
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You may not use the Service for the purpose of aiding in the development of a competitive product of
the Service. |
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| 15. |
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Term |
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This Agreement shall commence upon valid registration of Your Account and shall continue until
terminated (see Termination). |
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| 16. |
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Termination |
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You may terminate this Agreement by deleting Your Account at any time. whatUseek may terminate
this Agreement upon 14 days written notice (including via email). Any fees that You have paid whatUseek for Premium
Service for which the complete value of Your purchase has not been realized by You, shall be paid back to You by whatUseek
pro-rated to the proportion of the value not realized within 6 (six) months of the date of termination. The obligations
of You and whatUseek in Sections 3, 6, 8, 9, 10, 14, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, and 27 shall survive termination
or expiration of this Agreement. Upon termination, all licenses granted hereunder shall immediately terminate. |
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| 17. |
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Special Admonitions For International Use |
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Recognizing the global nature of the Internet, You agree to comply with all local rules regarding
online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the
transmission of technical data exported from the United States or the country in which you reside. |
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| 18. |
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Indemnification |
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You are entirely responsible for maintaining the confidentiality of the password of Your Account.
Furthermore, You are entirely responsible for any and all activities which occur under Your Account and agree to indemnify,
defend, and hold harmless whatUseek for any liability or expense arising from such use or misuse. Your agree to
immediately notify whatUseek of any unauthorized use of Your Account or any other breach of security know to You. |
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| 19. |
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Limitation Of Liability |
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Under no circumstances, including, but not limited to, negligence, shall whatUseek be liable for any or
consequential damages that result from the use of, or the inability to use, the Service, even if whatUseek or a whatUseek
authorized representative has been advised of the possibility of such damages. Applicable law may not allow the
limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not
apply to you. In no event shall whatUseek's total liability to Your for all damages, losses, and causes of action
(whether in contract, tort (including, but no limited to, negligence), or otherwise exceed the amount paid by You, if any, for
the Service. |
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| 20. |
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Force Majeure |
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Neither party shall be liable hereunder by reason of any failure or delay in the performance of its
obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, acts of God, was, governmental action, labor conditions, earthquakes, material shortages, or any other
cause beyond the reasonable control of such party. |
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| 21. |
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Governing Law |
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This Agreement and the relationship between You and whatUseek shall be governed by the laws of the
State of Michigan without regard to its conflict of law provisions. You and whatUseek agree to submit to the personal
and exclusive jurisdiction of the courts located within the county of Wayne County, Michigan. |
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| 22. |
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General |
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The failure of whatUseek to exercise or enforce any right or provision of this agreement shall not
constitute a waiver of such right or provision. If any right or provision oft his agreement is found by a court of
competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the
parties intentions as reflected in the provision, and the other provisions of this agreement remain in full force and
effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or
related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or
be forever barred.
The section titles in the Agreement are for convenience only and have no legal or contractual effect. |
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| 23. |
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Information Not Warranted Or Guaranteed In Any Way |
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The Service is provided on an "as is, as available" basis. WhatUseek makes no
warranties, express or implied, including, without limitation, those of merchantability and fitness for a particular purpose,
with respect to whatUseek or any 'information'.
whatUseek does not warrant or guarantee 1) the accuracy, adequacy, quality, currentness, validity, completeness, or
suitability of any information for any purpose; 2) that any information will be free of infection by viruses, worms, Trojan
horses or anything else manifesting contaminating or destructive properties; 3) that the information will not contain
adult-oriented material, or material which some individuals may deem objectionable; or 4) that the functions or services
performed by whatUseek will be uninterrupted or error-free or that defects in whatUseek will be corrected. |
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| 24. |
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No whatUseek Liability |
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In no event shall whatUseek by liable to anyone for any delays, inaccuracies, errors or omissions with
respect to the information or the transmission or delivery of all or any part thereof, for any damage arising therefrom or
occasioned thereby, or for the results obtained from the use of the information. whatUseek shall not be responsible if
any information infects or contaminates Your or your Visitor's system or information. The entire risk as to the quality
and performance of the Service and the accuracy, adequacy, completeness, currentness, validity, and quality of any information
is with You.
IN NO EVENT WILL WHATUSEEK BE LIABLE TO ANY PARTY (I) FOR ANY DIRECT, INDIRECTM 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), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE
WHATUSEEK OR ANY 'INFORMATION', EVEN IF WHATUSEEK 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 ANY 'INFORMATION'. |
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| 25. |
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Copyrights And Trademarks |
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Copyright © 1999-2020 What-U-Seek, Corp.
37637 Five Mile Rd.
#320
Livonia, MI 48154
All rights reserved. |
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| 26. |
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Restricted Rights Legend |
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Use, duplication, or disclosure by the United States Government is subject to the restrictions set for
the in DFARS 252.227-7013(c)(1)(ii) or FAR 52.227-19 as applicable. |
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| 27. |
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Trademarks |
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whatUseek, siteLevel, Chubba, the whatUseek logos, and the Tagline "Bridging The Last Mile Of
Search." are trademarks of What-U-Seek, Corp. which may be registered in certain jurisdictions. Other trademarks
shown are trademarks of their respective owners. |
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