JargonFish License Agreement

BEFORE CLICKING THE "I AGREE" BOX, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE "LICENSE"). BY CLICKING ON THE "I AGREE" BOX YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE. YOU MUST AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, AS WELL AS ANY REFERENCED POLICIES OR GUIDELINES. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH BELOW, YOU ARE NOT LICENSED TO USE THE SOFTWARE AND YOU SHOULD NOT CHECK THE "I AGREE" BOX.

1. Definitions.
• Ad Units means any Content displayed by the Software where an advertiser pays a fee to JargonFish to have its Content shown.
• Content means any text, images, or multi-media displayed by the Software to users of a Publisher Website.
• Custom Tools means any and all Third Party Content or Publisher's Content tools that Publisher builds into the Software.
• Default Tools means the set of Third Party Content tools JargonFish has built into the Software.
• JargonFish means the licensor JargonFish, a dba of the myGeek.com, Inc. (see www.adonnetwork.com for company and legal information)
• Net Revenue means the revenue actually received by JargonFish resulting from Valid Click Throughs and Valid Impressions of Ad Units in the Software implemented on a Publisher Website, net of any fee or revenue share paid by JargonFish out to (or credited back by) a list partner, advertiser referral partner, index partner, search list provider, or other entity providing revenue generating listings through the Software.
• Publisher or You means the legal owner or representative of a Website URL that enters into this License in order to use the Software in connection with one or more Publisher Websites. If You are entering into this License on behalf of Your employer and/or principal, then You represent and warrant that such employer and/or principal has authorized You to enter into this License , that the licenses granted hereunder are on that employer and/or principal's behalf, that such employer and/or principal has agreed to be bound hereby and that You have actual and express authority to act on behalf of and bind such employer and/or principal to the terms of this License.
• Publisher Website means any URL operated by Publisher in connection with which Publisher proposes to use the Software.
• Revenue Share Percentage means the percentage of Net Revenue paid by JargonFish to Publisher.
• Software means the JargonFish product, software, related code, examples, documentation, user guides, and technology that accompany this Agreement, and any updates to such Software provided to Purchaser hereafter by JargonFish.
• Third Party Content means any Content that is not owned by JargonFish or Publisher.
• Valid Click Throughs means the action of a human user clicking on a hypertext link or image link or conducting a search, which subsequently directs the user's browser to an ad server and ultimately to the website of an advertiser, but not including click throughs determined by JargonFish to be invalid. Invalid click throughs include, but are not limited to, incentivized, non-human, automated or robotic clicks, fraudulent clicks, multiple or repetitive clicks, blocked IP clicks, cached listings clicks, and any clicks from IP addresses not originating from the following countries (U.S., Canada, UK, France, Germany, Belgium, Italy, Spain, Greece, Portugal, Austria, Netherlands, Denmark, Sweden, Norway) (JargonFish currently uses technology from MaxMind LLC to track geographic information for IP addresses).
• Valid Impressions means a valid display of an advertiser's Ad Units on a Publisher Website through use of the Software.


2. License
2.1. Subject to the terms and conditions of this License, JargonFish grants Publisher a limited, royalty-free, non-exclusive, non-transferable, terminable license to use the Software solely in connection with the display and function of the Publisher Websites.


3. Use of Software.
3.1. Site Approval. Implementation of the Software is subject to JargonFish's prior approval of each Publisher Website. JargonFish reserves the right to deny or revoke approval of any Publisher Website at any time in its sole discretion.
3.2. Feature Approval. Publisher's use of some features of the Software, including but not limited to some Default Tools and Ad Units, may be subject to additional approvals by JargonFish and may require additional agreements in addition to this License.
3.3. Publisher Websites. Publisher represents and warrants that (i) all of the information it provides to JargonFish will be correct and current, (ii) it has and will maintain adequate rights in and to each Publisher Website so long as the Software is used on the Publisher Website, and (iii) each Publisher Website (a) complies with all applicable laws, statutes, ordinances and regulations, (b) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories, (c) does not advertise or portray illicit drugs, (d) does not contain pornography, adult or mature content, and (e) does not contain any content that otherwise promotes violence, illegal activity or infringes on the rights of others.
3.4. Third Party Content. JargonFish does not provide any representations or warranties regarding the availability, accuracy, quality, fitness for any purpose, or content of any Third Party Content and/or any required authorizations, licenses, or agreements required to access and display such Third Party Content. The above disclaimer shall apply even in the event that JargonFish has partnered with Third Party Content providers (e.g., websites, search engines, applications, commercial vendors, etc.) to allow the Software to access and/or display certain Third Party Content.
3.5. Custom Tools. Publisher may create its own Custom Tools for use within the Software on a Publisher Website provided that (i) it receives, maintains, and abides by any authorizations, licenses, or agreements that may be required by the legal owner of the Third Party Content, and (ii) the Third Party Content does not advertise or portray illicit drugs; and does not contain pornography, adult or mature content; or any content that otherwise promotes violence, illegal activity or infringes on the rights of others.
3.6. Restrictions. Publisher shall not use the Software for any other purpose other than permissible purposes described in this Section 3. Without limiting the foregoing, Publisher shall not, and shall not authorize or encourage any third party to (i) modify or create any derivative works of the Software, including without limitation, translation, customization or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (iii) encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; (iv) remove, modify (including adding to), minimize, alter, obscure, or block any portion of the Software (including, without limitation, any logo, trademark, copyright or other notice of proprietary rights of JargonFish or its licensors, any other legends, any digital watermarks on any image, or any advertisement); (v) use the Software in any manner that could damage, disable, overburden, or impair JargonFish or any other party's search services, servers, or other equipment or services; (vi) cache or store any content contained in any Default or Custom Tool, or part thereof; (vii) take any actions that re-directs a user who activates any part of the Software; (viii) fraudulently or purposely manipulate the content of the Publisher Website, including without limitation, "ghosting", "cloaking" or providing misleading metatags in order to "fool" the Software so that it provides less contextually relevant results; (ix) use any automated means including, without limitation, agents, robots, scripts, or spiders, to access the Software; (x) generate fraudulent impressions of or fraudulent clicks on any advertisements served through the Software, including through repeated manual clicks, the use of robots or other automated tools or any other method that may lead to artificially high numbers of impressions, downloads, or clicks; (xi) engage in any action or practice that reflects poorly on JargonFish or otherwise disparages or devalues JargonFish's reputation or goodwill.


4. Ownership.
4.1. JargonFish. JargonFish and its licensors retain all right, title, copyright, interest, and intellectual property rights in and to the Software. All rights not explicitly granted to Publisher in this License are reserved to JargonFish.
4.2. Publisher. Publisher retains all right, title, copyright, interest and intellectual property rights in and to the Publisher Website and is granted limited rights and licenses to the Software subject to the terms of this License .
4.3. Third Party Rights. All right, title, copyright, interest and intellectual property rights in and to the Third Party Content shall remain with the relevant third party owner.


5. Privacy.
The Software may collect, store, and periodically send information back to JargonFish or third party servers, including URLs accessed by the Software and search queries entered into the Software. In addition, the Software may automatically collect certain information during the installation process and/or indicate to its servers that Publisher has successfully installed the Software. JargonFish may retain and use for its own purposes all information Publisher provides and all information generated from the operation of the Software (URLs, search queries, etc.). Publisher agrees that JargonFish may use all such information internally for any legal purpose and may additionally transfer and disclose to third parties information (including Publisher's name, email address, Site domain, URL, and related content) for the purpose of approving and enabling Publisher's use or continued use of the Software, including to third parties that reside in jurisdictions with less restrictive data laws than Publisher's own. JargonFish may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. JargonFish disclaims all responsibility, and will not be liable to Publisher, however, for any disclosure of that information by any such third party. JargonFish may share aggregate (i.e., not personally identifiable) information about Publisher with advertisers, business partners, sponsors, and other third parties. In addition to the foregoing, the terms and conditions of the JargonFish Privacy Policy are incorporated herein by this reference, provided that any terms and conditions in this License related to JargonFish's use of Publisher's information (including this section) shall take precedence over any inconsistent or less-permissive terms contained in such Privacy Policy.


6. Publicity.
Either party may make appropriate and truthful reference to the other party in its company and promotional literature; provided that such party properly attributes the other party's trademarks and complies with the other party's guidelines. No other license is granted, express or implied, under either party's trademarks, trade names or service marks.


7. Revenue and Payment.
Revenue is based on the agreed Revenue Share Percentage as determined by JargonFish. JargonFish shall make payments to Publisher on a net 30 basis following the end of the month when Publisher's balance is $200.00 or more. JargonFish reserves the right to withhold any amounts that it determines in its sole discretion correspond to invalid click throughs or other than Valid Impressions, or that are otherwise not validly earned.


8. Term and Termination.
Unless earlier terminated pursuant to this Section, the License shall remain in effect for so long as the Software is installed on any Publisher Website. Publisher may terminate this License at any time by uninstalling, removing, and deleting all copies and installations of the Software. JargonFish may terminate this License at any time upon written notice to Publisher or if it discontinues any or all parts of the Software. This License shall terminate immediately without notice from JargonFish if at any time Publisher is in material breach of any obligation, representation or warranty hereunder. Upon such termination, (i) Publisher must uninstall, remove and delete all copies and installations of the Software from each Publisher Website; (ii) JargonFish may automatically remove or disable the Software if not fully uninstalled, removed, and deleted from a Publisher Website; and (iii) JargonFish may withhold any and all payments due to Publisher under this License.


9. Disclaimer of Warranties.
ALL SOFTWARE, CODE AND CONTENT, AND ALL RELATED PRODUCTS AND SERVICES, ARE PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO THE NATURE, RELIABILITY OR ACCURACY OF THE CODE OR CONTENT, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. JARGONFISH MAKES NO GUARANTEE REGARDING THE NUMBER, QUALITY, OR CONTENT OF ANY ADVERTISEMENTS OR THE TIMING OF DELIVERY OF SUCH ADVERTISEMENTS. JARGONFISH IS NOT RESPONSIBLE FOR ANY ADS OR WEBSITES THAT ARE SERVED THROUGH OR LINKED FROM THE SOFTWARE. PUBLISHER UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF REVENUE, OR ANY REVENUE, WILL BE GENERATED AS A RESULT OF THIS LICENSE.


10. Indemnification.
Publisher agrees to indemnify, defend, and hold JargonFish harmless from and against all damages, liabilities, costs, and expenses that JargonFish may incur as the result of any action or third party claim brought against JargonFish and arising out of any acts of Publisher that are in breach of Section 3.3, Section 3.5 or Section 3.6, or any breach of the License by Publisher associated with the sublicense of the Software to users. JargonFish shall promptly notify Publisher of any action or claim asserted against Publisher that may give rise to a request for indemnification hereunder and shall provide reasonable cooperation in the defense of such action or claim.


11. Limitation of Liability.
NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), EVEN IF SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT FOR INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF THIS LICENSE FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE UNDER THIS LICENSE BY JARGONFISH TO PUBLISHER DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.


12. Miscellaneous.
This License sets forth the entire agreement between Publisher and JargonFish and supersedes any and all prior and contemporaneous agreements (whether written or oral) of JargonFish and Publisher with respect to the subject matter set forth herein. The relationship of the parties hereunder is that of independent contractors, and this License will not be construed to imply that either party is the agent, employee, or joint venturer of the other. All notices, requests, demands and other communications required or permitted under this License must be in writing and will be deemed to have been duly given if delivered by hand or mailed, certified or registered mail or via overnight delivery service, with postage prepaid to the address a party may designate in writing pursuant to this Section. This License may only be modified, or any rights under it waived, by a written document executed by both parties. This License shall be interpreted, construed and enforced in all respects in accordance with laws of the State of Arizona, without regard to the actual state or country of incorporation or residence of Publisher. Publisher hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Arizona and the federal courts situated in Maricopa County in the State of Arizona in connection with any action arising under this License. In the event that any provision of this License shall be held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. Publisher may not assign this License , in whole or in part and any such attempted assignment shall be void and without effect, except that it may be assigned by Publisher in the event of its merger or acquisition, and then only to the surviving or acquiring company. Waiver by either party of a breach of any provision of this License or the failure by either party to exercise any right hereunder will not operate or be construed to be a waiver of any subsequent breach of any right or as a waiver of any other right. Except for the payment of fees hereunder, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, internet failures or disruption, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party. Sections 9 through 12 will survive any termination or expiration of this License.

Should You have any questions concerning this License, please contact us at:

JargonFish
4130 E Van Buren St.
Suite 250
Phoenix, AZ 85008 U.S.A.
support@jargonfish.com

JargonFish's contact information may change over time, so please check our web site for new contact information.

YOUR ACCEPTANCE OF THE FOREGOING LICENSE WAS INDICATED DURING INSTALLATION.

© 2007 JargonFish. All rights reserved.
Revised: September 3, 2007