JIWIRE Search Box Terms and Conditions
This agreement (this "Agreement") describes the terms on which JIWIRE Inc. ("Jiwire") allows you to add the Jiwire Search Box
(listed at http://www.jiwire.com/add-hotspot-search.htm) to your Internet web site ("Web Site") and provide your end users with access to
Jiwire's Wi-Fi hot spots search services (the "Services"). Please read the terms of this Agreement carefully before proceeding.
By completing and submitting the Affiliate Registration Form at http://www.jiwire.com/add-hotspot-search.htm, you enter into this Agreement
with Jiwire and indicate that you agree to be bound by these terms and conditions.
IF YOU DO NOT COMPLETE AND SUBMIT THE AFFILIATE REGISTRATION FORM, YOU MAY NOT ADD THE JIWIRE SEARCH BOX TO YOUR WEB SITE.
1. Jiwire Search Box and Services.
1.1 Search Box and Services. Subject to the terms and conditions of this Agreement, Jiwire provides you with access to the
Services and a license to include the Jiwire Search Box on your Web Site.
1.2 Your Obligations. Prior to adding a Jiwire Search Box to your Web Site, you must complete and submit the
Affiliate Registration Form providing accurate and complete information about yourself. You must also promptly update your
information with Jiwire from time to time to keep it accurate and complete. You are responsible for providing all
hardware and software required to perform your obligations under this Agreement, including but not limited to
(a) implementing and maintaining your Web Site and (b) implementing and maintaining the interface between your Web Site
and the Services.
1.3 Modification. Jiwire may modify any of the terms and conditions contained in this Agreement at any time.
If Jiwire makes a material modification, Jiwire will either notify you via e-mail or post a change notice on the Jiwire Web Site.
If you do not accept a modification, you may terminate this Agreement by giving notice of termination to Jiwire and following
the procedures in Section 6.2. If you do not give notice and continue to display the Jiwire Search Box on your Web Site, you
are considered to have accepted the modifications. Jiwire may also discontinue any or all of the Services provided hereunder
at any time upon written notice.
1.4 Attribution. The Jiwire Search Box must conspicuously display the "Powered by JIWIRE" graphic
(available at http://www.jiwire.com/add-hotspot-search.htm) indicating that the Services are provided by Jiwire.
The graphic must link to the Jiwire site located at www.Jiwire.com or such other address as Jiwire may designate from
time to time during the Term.
2. Intellectual Property.
2.1 Jiwire Rights. As between you and Jiwire, you acknowledges that Jiwire owns all right, title and interest,
including without limitation all patent, copyright, trade secret, trademark and other intellectual property rights, in and
to the Services (including Jiwire's search technology, Jiwire's database and catalog of hot spots and Jiwire's Marks), and
that you do not acquire any right, title, or interest in or to the Services (including Jiwire's search technology,
Jiwire's database and catalog of hot spots and Jiwire's Marks), except as expressly set forth in this Agreement. You
must not (a) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or
otherwise attempt to derive source code from any Jiwire Services, software, or documentation provided to you by Jiwire;
(b) remove, obscure, or alter Jiwire's copyright notice, trademarks, or other proprietary rights notices affixed to or
contained within any Jiwire Services, software, or documentation; or (c) store or cache information obtained from the
Services in any non-transitory manner. For purposes of this Agreement, "Jiwire's Marks" means the Jiwire corporate name,
trade names, trademarks, service marks, logos, domain names and other distinctive brand features.
2.2 Use of Marks. Jiwire hereby grants you a nontransferable, nonexclusive license during the Term to display
Jiwire's Marks for the purpose of promoting or advertising that you use the Services and for the purpose of fulfilling your
attribution obligations under section 1.4 above. You hereby grant to Jiwire a nontransferable, nonexclusive license during
the Term to use your corporate and trade names, trademarks, service marks and logos ("Your Marks") to advertise that you are
using the Services. Any use of Jiwire's Marks is subject to the following Jiwire Trademark Usage Guidelines:
- You may use Jiwire's Marks solely for the purpose(s) authorized by Jiwire.
- For Jiwire's Marks that are registered trademarks or service marks, you must include the ® symbol adjacent to the mark. For Jiwire's Marks that are not registered trademarks or service marks, you must include the ® symbol adjacent to the mark.
- You may not change the proportion, color or font of any of Jiwire's Marks, or otherwise alter Jiwire's Marks in any manner.
- You may not display Jiwire's Marks in any manner that implies sponsorship or endorsement by Jiwire, except for your involvement in the Jiwire Search Box program.
- You may not use Jiwire's Marks to disparage Jiwire, its products or services, or in a manner which, in Jiwire's reasonable judgment, may diminish or otherwise damage Jiwire's goodwill in Jiwire's Marks.
- You may not display Jiwire's Marks on your Web Site if it contains, displays or promotes illegal activities.
- Jiwire's Marks must appear by themselves, with reasonable spacing (at least the height of Jiwire's Mark) between each side of Jiwire's Marks and other graphic or textual elements.
- Jiwire may modify Jiwire's Marks and the Jiwire Trademark Usage Guidelines from time to time upon notice to you and Jiwire will
post such notice on the Jiwire Web Site. Except as set forth in this Section 2.2, nothing in this Agreement grants or is deemed to
grant to one party any right, title or interest in or to the other party's Marks. All of your use of Jiwire's Marks (including any
goodwill associated therewith) inures to the benefit of Jiwire. You must not, at any time during or after the Term of this
Agreement, challenge or assist others to challenge Jiwire's Marks or attempt to register any marks (including domain names)
that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to Jiwire's Marks.
3. Warranties and Disclaimer.
- 3.1 Disclaimer. JIWIRE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE
OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR JIWIRE'S MARKS.
THE SERVICES AND JIWIRE'S MARKS ARE DISTRIBUTED AND PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. JIWIRE DOES NOT WARRANT THAT THE
SERVICES AND JIWIRE'S MARKS WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
INCLUDING ANY ERRORS OR OMISSIONS IN THE RESULTS OBTAINED THROUGH USE OF THE SERVICES.
- 3.2 Warranties. You represent, warrant and covenant that: (a) all information that you provide in the Affiliate
Registration Form is true and accurate; (b) you have read and agree to Jiwire's Privacy Policy and Terms of Use; (c) you have full power and
authority to enter into this Agreement; (d) you are performing, and will continue to perform, all of your obligations under this
Agreement in accordance with applicable laws; and (e) your Marks, your Web Site and its content do not and will not (i) infringe
any intellectual property rights of any third party, (ii) engage in or promote defamation, libel or obscenity, (iii) result in
any consumer fraud, product liability, breach of contract to which you are a party or cause injury to any third party, (iv)
promote violence or contain hate speech, (v) violate any applicable law, statute, ordinance, or regulations, or (vi) promote
illegal activities.
4. Indemnification. You shall indemnify, defend, and hold Jiwire harmless from any third party lawsuit or proceeding brought
against Jiwire based upon a claim that would constitute a breach of any warranty, representation or covenant made by you under this
Agreement, including but not limited to any third party lawsuit or proceeding brought against Jiwire based upon a claim that Your
Marks, your Web Site or its content infringe any copyright, trade secret, trademark or other intellectual property right of such
third party. Your indemnification includes (a) all attorney fees and costs associated with the defense of such a claim, (b) all
damages and costs finally awarded, and (c) the full cost of any settlement you enter into. Jiwire will (i) notify you of any such
claim, (ii) provide you, at your expense, with reasonable information, assistance and cooperation in defending the lawsuit or
proceeding (to the extent you request such assistance or cooperation), and (iii) give you full control and sole authority over
the defense and settlement of such claim, provided that you must not make any settlement or proffer any defense adverse to Jiwire's
interests without the prior written consent of Jiwire. Further, you must not enter into any settlement or compromise of any such
claim without Jiwire's prior consent.
5. Limitation of Liability. IN NO EVENT IS JIWIRE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE INABILITY TO USE
THE SERVICES, THE JIWIRE WEB SITE OR THIS AGREEMENT. THIS LIMITATION APPLIES EVEN IF JIWIRE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. THE
SERVICES ARE PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK
UNDER THIS AGREEMENT. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or
consequential damages, so the above limitations or exclusions may not apply to you.
6. Term and Termination.
- 6.1 Term. The term of this Agreement (the "Term") commences on the date you complete and submit the Affiliate Registration
Form and continues in perpetuity, unless terminated as provided in this Agreement.
- 6.2 Termination. Jiwire may change, suspend or discontinue all or any aspect of the Services, including their availability,
at any time. In addition, either party may terminate this Agreement at any time, for any reason, or for no reason including, but not
limited to, if you engage in any action that reflects poorly on Jiwire or otherwise disparage or devalue Jiwire's Marks or Jiwire's
reputation or goodwill, as determined in Jiwire's sole discretion. If you desire to terminate this Agreement, you must provide written
notice to Jiwire and remove all Jiwire code and graphics from your Web Site.
- 6.3 Rejection of Application. Jiwire may, in its sole discretion, reject any Affiliate Registration Form at any time and
for any reason, and such rejection renders this Agreement null and void. Jiwire is not liable to you for damages of any kind
resulting from its decision to reject an Affiliate Registration Form.
- 6.4 Effect of Termination. Upon the termination of this Agreement for any reason (a) all license rights granted herein
automatically terminate and (b) you must immediately delete any and all of Jiwire's Marks and code from your Web Site.
- 6.5 Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 2.1, 3, 4, 5, 6 and
7 survive termination.
7. Miscellaneous. Any notice to Jiwire required or permitted by this Agreement must be in writing and must be sent via email to syndication@Jiwire.com. Notice hereunder is considered given upon receipt of the email by Jiwire. You may not assign your rights or delegate your obligations under this Agreement without Jiwire's prior written consent. This Agreement is not intended to benefit, nor give rise to any rights in, any third party. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any dispute or claim arising out of or in connection with this Agreement must be finally settled by binding arbitration in San Francisco County, California under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with the rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties are independent contractors. Neither party is an employee, agent, partner or legal representative of the other for any purpose and neither has any right, power or authority to create any obligation or responsibility on behalf of the other. Jiwire's failure to require your performance of any provision hereunder does not affect the full right to require such performance at any time thereafter; nor does the waiver by Jiwire of a breach of any provision of this Agreement constitute a waiver of the provision itself. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be removed and the remaining provisions of this Agreement remain in full force and effect. This Agreement, and the exhibits hereto, constitute the entire agreement between the parties with respect to the subject matter hereof. This agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. Any amendments to this Agreement must be in writing and executed by duly authorized representatives of the parties.