SearchForce Terms of Service

Introduction: Your Agreement to these Terms of Service.

Welcome to the SearchForce, Inc. ("SearchForce," "we," "us," or "our") search engine advertising campaign management software services, SearchForce web site, as well as any other web sites, subdomains, or services owned or controlled by SearchForce (collectively, the "SearchForce Services"). To access the SearchForce Services, Users (as defined below) must at all times agree to and abide by these Terms of Service ("Terms" or "Agreement"). The SearchForce Services allow you to manage and monitor online advertising campaigns with participating search engines that utilize a keyword-based pay-per-click advertising model ("Search Engines").

This Agreement is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single company, organization, or entity ("You" or, collectively, "Users"), and SearchForce regarding your use of the SearchForce Services. The services hereunder are offered by SearchForce, Inc. located at: 3 Waters Park Dr. Suite 211, San Mateo, CA 94403 and email: info@searchforce.com.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. By REGISTERING FOR AND/OR accessing, browsing, using or SUBSCRIBING TO The SearchForce Services, you acknowledge that you have read, understood, and agree to be bound by the following terms, including ANY ADDITIONAL GUIDELINES, AND any FUTURE modifications (collectively, the "TeRMS"). If AT ANY TIME you do not agree to theSE TermS, THEN YOU MUST TERMINATE YOUR use OF The SearchForce Services.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH SEARCHFORCE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (collectively, the "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE an authorized representative of THAT ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS; (II) have read the foregoing TERMS; (III) understand THESE TERMS, and (IV) agree to THESE TERMS on behalf of SUCH SUBSCRIBING ORGANIZATION.

1. Privacy. Your privacy is important to SearchForce. The Privacy Policy for the SearchForce Services is hereby incorporated into these Terms by reference. Please read this policy carefully for details relating to the collection, use, storage and disclosure of your personal information.

2. Specific Aspects and Features. When using the SearchForce Services, you will be subject to any additional posted guidelines or rules applicable to specific aspects or features of the SearchForce Services which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.

3. Modification of the Terms. SearchForce reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms and any Guidelines periodically for changes. Your continued use of the SearchForce Services after the posting of changes constitutes your binding acceptance of such changes. If any such revision is unacceptable to you, your only remedy is to terminate this Agreement and your use of the SearchForce Services. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the SearchForce Services.

4. Customer Service; Customer Communications and Notice. Please email info@searchforce.com for further assistance.Under these Terms, you consent to receive communications from SearchForce electronically. We will communicate with you by email or by posting notices on the SearchForce Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

5. Eligibility. THE SEARCHFORCE SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SEARCHFORCE SERVICES BY SEARCHFORCE. By clicking the "I ACCEPT" button or by otherwise SUBSCRIBING TO or using the SearchForce Services you represent that you are at least 18 years of age.

6. Account Activity Responsibility.

6.1 User Accounts. In order to use the SearchForce Services, you will have to register and create an account, or an account must be created on your behalf ("User Account"). When creating a User Account for the SearchForce Services, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your User Account. If you have reason to believe that your User Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify SearchForce. You may be liable for the losses incurred by SearchForce or others due to any unauthorized use of your User Account or any User Account created by you, including but not limited to any charges associated with a Search Engine Account (as defined below).

6.2 Administrator Accounts. Some User Accounts grant their owners certain options to determine the level of access, privacy, and security for use of the SearchForce Services by the account owner’s colleagues and/or members of his Subscribing Organization ("Administrator Accounts"). For example, the owner of an Administrator Account ("Administrator") will determine who can be a User of the SearchForce Services and the level of privileges that such Users will possess. Each Administrator may designate other Users as additional and/or successor Administrators, and is responsible for confirming that those person(s) accept such responsibility. Upon becoming an Administrator, each such person will be deemed to agree to the obligations hereunder. The person who first completes the SearchForce Services registration, or who does so on behalf of any Subscribing Organization, is the initial Administrator for use of the SearchForce Services. In addition, any person designated as the billing contact in the SearchForce Services billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with Section 6.1 above. ADMINISTRATORS ARE FULLY AND SOLELY RESPONSIBLE FOR ALL ACTIVITY OCCURRING UNDER THEIR ADMINISTRATOR ACCOUNT AND ALL USER OR ADMINISTRATOR ACCOUNTS STEMMING FROM THEIR ADMINISTRATOR ACCOUNTS.

6.3 Co-Branding. You may upload a brand logo or trademark for your organization, subject to the co-branding image guidelines found in the SearchForce Services, in order to create a version of the SearchForce Services that displays that brand logo or trademark alongside the SearchForce logo ("Co-Branded Site"). The placement of your brand logo or trademark is at the sole discretion of SearchForce. By uploading any brand logo or trademarks to the SearchForce Services, you hereby grant to SearchForce a limited, non-exclusive, revocable, non-transferable (except as provided herein), non-sublicenseable, royalty-free license to display the brand logo or trademarks uploaded by you, on the Co-Branded Site. Unless otherwise approved in writing by you, SearchForce will not remove, obscure, or alter any such marks incorporated within your account on the SearchForce Services. SearchForce acknowledges that all goodwill generated through SearchForce’s use of such brand logos or trademarks will inure to your benefit and SearchForce hereby assigns and will assign to you any and all goodwill generated through SearchForce’s use of such marks, without any payment or other consideration of any kind to SearchForce. Without limiting the foregoing, SearchForce and its designees reserve the right, in their sole and absolute discretion, to remove brand logos or trademarks that may violate third-party intellectual property rights. You affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize SearchForce to use any uploaded brand logo or trademark in the manner contemplated by this Agreement.

6.4 Search Engine Account Access. You agree to allow SearchForce to automatically retrieve data from all Search Engine advertising accounts for which you enter login data into the SearchForce Services ("Search Engine Accounts"). You hereby represent and warrant that you have the permission, authority, and rights to allow SearchForce to automatically access such Search Engine Accounts. SearchForce disclaims any and all liability associated with accessing and retrieving any data from Search Engine Accounts on your or your Subscribing Organization’s behalf, including but not limited to any liability associated with incorrect or missing data retrieved from Search Engine Accounts. IF AT ANY TIME YOU DO NOT HAVE THE RIGHT AND AUTHORITY TO ALLOW SEARCHFORCE AUTOMATIC ACCESS TO ANY SEARCH ENGINE ACCOUNT(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR USER, ADMINISTRATOR, AND/OR SUBSCRIBING ORGANIZATION ACCOUNT. You will indemnify, save, and hold SearchForce, its officers, investors, directors, employees, shareholders, agents, licensors and subcontractors, harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claims, actions or proceedings brought against SearchForce or its officers, directors, investors, employees, shareholders, agents, licensors and subcontractors that arise from any breach of the representations and warranties of this Section 6.4.

6.5 Account Information. You acknowledge and agree that SearchForce may access, preserve and disclose your User Account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Uploaded Data or Co-Branded Site material violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SearchForce, its users, or the public.

7. Payments.

7.1 Payment Terms. You are responsible for paying any applicable fees and applicable taxes associated with the SearchForce Services, including any Search Engine API access charges incurred by SearchForce as a result of your usage of the SearchForce Services, in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars. You agree to pay for all services that you purchase through the SearchForce Services, and we may charge your selected payment method or send you an invoice for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify SearchForce if your selected payment method is cancelled (e.g., for loss or theft).

7.2 Subscription Service. The SearchForce Services may be purchased on a periodic subscription basis under which payment is prepaid in consideration of a discount from the usage rates then prevailing ("Subscription Service"). Subscription Service will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (i) every month for monthly subscriptions; (ii) upon every one year anniversary for annual subscriptions; (iii) such other periodic rate you have selected from among the options offered on the SearchForce Services. SearchForce reserves the right to change the amount of, or basis for determining, any fees or charges for Subscription Service we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. You will receive notice of any fee change at least five days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your Subscription Service.

7.3 Cancellations and Refunds. For Subscription Service purchased for a User Account that was previously enrolled in a free trial period, no refund is available in the event of cancellation, except for cancellation due to termination of this Agreement pursuant to Section 3. For cancellations of Subscription Service for accounts never enrolled in a free trial period, or for cancellations due to termination of this Agreement pursuant to Section 3, refunds will be given to the extent the prepayment exceeds the value of the SearchForce Services already used during the period, with such value calculated based on the usage rates prevailing during such use.

7.4 Charges and Taxes. You are responsible for all charges incurred under your User Account, as well as charges incurred by User Accounts associated with or created through your User Account, by you or anyone who uses your User Account (including your co-workers, colleagues, team-members, etc.). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your User Account, as well as User Accounts associated with or created through your User Account, may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the SearchForce Services, including, but not limited to, sales, use, or value-added taxes. To the extent SearchForce is obligated to collect such taxes, the applicable tax will be added to your billing account.

7.5 Search Engine Account Charges. You are responsible for making payments to Search Engines to satisfy all charges incurred under Search Engine Accounts as a result of your use of the SearchForce Services, pursuant to any applicable terms and conditions that may exist between you and the Search Engines. You acknowledge that SearchForce bears no responsibility for any charges incurred under Search Engine Accounts, and you agree not to make any claim to the contrary to a Search Engine.

8. Restrictions – when USING THE SEARCHFORCE SERVICES YOU AGREE not TO:

8.1 Use the SearchForce Services for any purpose that is unlawful or is otherwise prohibited by these Terms;

8.2 Use the SearchForce Services in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the SearchForce Services;

8.3 Use the SearchForce Services to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, "junk email," "spam," chain letters," "pyramid schemes," or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) to any person or entity;

8.4 Attempt to gain unauthorized access to the SearchForce Services, or any part of them, other User Accounts, computer systems or networks connected to the SearchForce Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the SearchForce Services or any activities conducted on the SearchForce Services;

8.5 Modify the SearchForce Services in any manner or form, or use modified versions of the SearchForce Services, including (without limitation) for the purpose of obtaining unauthorized access to the SearchForce Services;

8.6 Use any robot, spider, scraper, or other automated means to access the SearchForce Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the SearchForce Services;

8.7 Impersonate another person or access another User’s account without that person's permission or to violate any contractual or fiduciary relationships;

8.8 Share SearchForce-issued passwords with any third party or encourage any other User to do so;

8.9 Use the support and feedback functions of the SearchForce Services in a manner that we determine, in our sole discretion, to be abusive or otherwise unrelated to their intended functions;

8.10 Misrepresent the source, identity, or content of data transmitted via the SearchForce Services;

8.11 Modify, adapt, translate or create derivative works based upon the SearchForce Services;

8.12 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SearchForce Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.13 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the SearchForce Services to any third party or use the SearchForce Services for any purpose other than your own internal personal or business use or to provide time sharing or similar services for any third party;

8.14 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the SearchForce Services, features that prevent or restrict use or copying of any content accessible through the SearchForce Services or SearchForce Services, or features that enforce limitations on use of the SearchForce Services or SearchForce Services; or

8.15 Access the SearchForce Services if you are a competitor or an employee, officer, director, shareholder, contractor, agent or affiliate of a competitor of SearchForce, except with SearchForce’s prior written consent, or for any other competitive purposes.

9. Violations; Termination. You agree that SearchForce may terminate any User Account we determine, in our sole discretion, to have violated any term of Section 8. You agree that any such termination of your access to the SearchForce Services or any account you may have or portion thereof may be affected without prior notice, and you agree that SearchForce will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the SearchForce Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies SearchForce may have at law or in equity.

10. User Provided Data.

10.1 Definition of User Provided Data; Ownership. SearchForce permits the uploading and entry of keywords and other marketing and advertising data through the SearchForce Services ("User Provided Data"), and the hosting, sharing, display and/or analysis of such User Provided Data. You understand that whether or not such User Provided Data is displayed, SearchForce does not guarantee any confidentiality with respect to any User Provided Data. Users retain all right, title, and interest in and to all User Provided Data.

10.2 License Grant to SearchForce for User Provided Data. By submitting User Provided Data to SearchForce Services, you hereby grant to SearchForce a worldwide, non-exclusive, assignable, fully paid-up, and royalty-free license to use, display, reproduce, distribute and analyze your User Provided Data within the SearchForce Services in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the SearchForce Services and improving the way the SearchForce Services work and look, and to create new features and functionality. This license does not grant SearchForce the right to use your User Provided Data for any other commercial purposes.

10.3 Required Rights; Indemnification. You shall be solely responsible for your own User Provided Data and the consequences of entering or uploading it into the SearchForce Services. In connection with User Provided Data, you affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize SearchForce, SearchForce’s Users, and Search Engines to use the User Provided Data entered or uploaded by you, including any trademarks or other intellectual property that may be included in such User Provided Data, as necessary to exercise the licenses granted by you in this Section 10, and otherwise in the manner contemplated by SearchForce and these Terms. You will indemnify, save, and hold SearchForce, its officers, investors, directors, employees, shareholders, agents, licensors and subcontractors, harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claims, actions or proceedings brought against SearchForce or its officers, directors, investors, employees, shareholders, agents, licensors and subcontractors arising out of, or in connection with, any claim that your User Provided Data infringes upon the trademark or other intellectual property rights of any third party or offends any statute or law.

11. Ownership; Proprietary Rights. The SearchForce Services are owned and operated by SearchForce. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the SearchForce Services provided by SearchForce, but expressly excluding any of the foregoing owned or licensed by and posted to the SearchForce Services at the direction of Users (including without limitation User Provided Data) ("Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any technology licensed by SearchForce, which is owned by and provided by our third-party licensors, all Materials contained in the SearchForce Services are the property of SearchForce or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to SearchForce or its affiliates and/or third-party licensors. Except as expressly authorized by SearchForce, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

12. Third-Party Sites; Search Engine Policies.

12.1 The SearchForce Services may call the servers of other web sites or services solely at the direction of and as a convenience to Users ("Third-party Sites"). SearchForce makes no express or implied warranties with regard to the content, products, or services that are contained on or accessible through Third-party Sites. Access and use of THIRD-PARTY sites, including the information, material, products, and services on SUCH sites or available through SUCH sites, is solely at your own risk.

12.2 Search Engines have policies governing advertising and other subjects. You represent and warrant that you have reviewed, and agree that you are solely responsible for complying with, any and all Search Engine policies that apply to your interactions with any Search Engine through the SearchForce Services. You will indemnify, save, and hold SearchForce, its officers, investors, directors, employees, shareholders, agents, licensors and subcontractors, harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claims, actions or proceedings brought against SearchForce or its officers, directors, investors, employees, shareholders, agents, licensors and subcontractors that may arise from your failure to comply with any Search Engine policy, including but not limited to any advertising policy.

13. Disclaimers; No Warranties. YOU ACKNOWLEDGE THAT SEARCHFORCE DOES NOT MANAGE OR CONTROL ANY SEARCH ENGINE THAT YOU MAY INTERACT WITH THROUGH THE SEARCHFORCE SERVICES, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY ACT OR OMISSION BY A SEARCH ENGINE, INCLUDING BUT NOT LIMITED TO THE REFUSAL OF A SEARCH ENGINE TO ACCEPT YOUR CHOSEN KEYWORDS, THE REFUSAL TO ALLOW THE SEARCHFORCH SERVICES TO ACCESS A SEARCH ENGINE ACCOUNT, OR ANY OTHER FAILURE OR REFUSAL OF A SEARCH ENGINE TO FACILITATE YOUR ADVERTISING CAMPAIGN IN ANY WAY. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SearchForce with respect TO ACTS AND OMISSIONS BY SEARCH ENGINES AND WITH RESPECT TO USER PROVIDED DATA TRANSMITTED THROUGH THE SEARCHFORCE SERVICES.

THE SEARCHFORCE SERVICES AND ANY THIRD-PARTY OR USER PROVIDED DATA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH SEARCHFORCE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SEARCHFORCE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

SEARCHFORCE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SEARCHFORCE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SEARCHFORCE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SEARCHFORCE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SEARCHFORCE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SEARCHFORCE SERVICES IN TERMS OF EFFECTIVENESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SEARCHFORCE NOR ITS SUPPLIERS, LICENSOR OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. SEARCHFORCE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY USER PROVIDED DATA. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL SEARCHFORCE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SEARCHFORCE SERVICES, OR ANY OTHER INTERACTIONS WITH SEARCHFORCE, EVEN IF SEARCHFORCE OR A SEARCHFORCE 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 SUCH CASES, SEARCHFORCE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL SEARCHFORCE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SEARCHFORCE SERVICES, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SEARCHFORCE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR FIVE HUNDRED DOLLARS, WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT SEARCHFORCE HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SEARCHFORCE.

15. Consumer End Users (Outside of the U.S.A.). The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods for solely personal use otherwise than in the course of business, outside of the U.S.A. The limitations or exclusions of warranties, remedies or liability contained in these Terms apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

16. Indemnification; Hold Harmless. You will indemnify, save, and hold SearchForce, its officers, investors, directors, employees, shareholders, agents, licensors and subcontractors, harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claims, actions or proceedings brought against SearchForce or its officers, directors, investors, employees, shareholders, agents, licensors and subcontractors that may arise from your breach of these Terms or from any use which you or your Subscribing Organization make of the SearchForce Services. SearchForce will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by SearchForce. SearchForce will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same. Without limiting the generality of the foregoing, you agree that the indemnity provided in this section will include and apply to any liabilities, losses, damages, costs and expenses arising from any third-party or User Provided Data you use or transmit to others using the SearchForce Services.

17. Miscellaneous.

17.1 Notice. SearchForce may provide you with notices by email, regular mail or postings on the SearchForce Services. Notice will be deemed given twenty-four hours after email is sent, unless SearchForce is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the SearchForce Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the SearchForce Services is deemed given 30 days following the initial posting.

17.2 Waiver. The failure of SearchForce to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by SearchForce.

17.3 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

17.4 Jurisdiction. Both parties consent to the exclusive jurisdiction and venue of the state courts in Santa Clara County, California or the federal court for the Northern District of California for any lawsuit arising from or relating to these Terms.

17.5 Severability. If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

17.6 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SearchForce without restriction.

17.7 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 1, 3, 5, 6, and 8 through 17 herein.

17.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

17.9 Entire Agreement. This is the entire agreement between you and SearchForce relating to the subject matter herein and will not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by SearchForce as set forth in Section 3 above.

17.10 Claims. YOU AND SEARCHFORCE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SEARCHFORCE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17.11 Disclosures. The services hereunder are offered by SearchForce, Inc., located at: 3 Waters Park Dr. Suite 211, San Mateo, CA 94403 and email: info@searchforce.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.