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NOTE: THESE TERMS AND CONDITIONS APPLY TO THE CREATION OF HYPERLINKS TO THE QUESTIA HOME PAGE ("Links") AND TO THE USE OF A QUESTIA SEARCH BOX AND RELATED TEXT ("Search Box") ON THIRD PARTY WEBSITES. BY USING THE LINKS OR SEARCH BOX, YOU AGREE, ON BEHALF OF YOURSELF OR THE COMPANY OR INSTITUTION YOU REPRESENT, AS APPLICABLE (hereinafter "You"), TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. Limited License.
During the Term (as defined below) of this agreement, we grant You a nonexclusive, revocable, non-transferable right and license to use (a) the Links for the sole purpose of displaying them on your website with the URL specified to actively link to our website (b) our Search Box for the sole purpose of advertising, promoting or marketing our on-line library to visitors of your website.
You agree to use the Links and Search Box only in the exact form provided by us. You acknowledge that all rights to the Links and Search Box belong, as between You and Questia, to Questia, and that all goodwill generated by Your use of same shall enure to the exclusive benefit of Questia.
2. Term and Termination.
The Term of this agreement shall begin upon your use of a Link or the Search Box and shall end on the date you cease such use or the date we terminate this agreement. We may terminate this agreement at any time for any reason, including based on a determination, in our sole discretion, that Your website is unsuitable. Unsuitable web sites include, but are not limited to, those that:
- Contain sexually explicit or obscene materials, or materials that are otherwise deemed offensive;
- Advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Promote or engage in illegal activities;
- Violate intellectual property rights of third parties;
- Contain or promote deceptive information; or
- Promote gambling.
3. Indemnification.
You agree that You will be solely responsible for, and that You will defend, indemnify and hold Us, parents, affiliates and the respective officers, directors, agents, employees and representatives harmless from and against, any and all claims, suits, damages, losses, liabilities, obligations, penalties and expenses, including legal fees and expenses, relating to or based on the development, operation and maintenance of your website, including all materials that appear on your site; the technical operation of your site and all related equipment; creating and posting product reviews, descriptions and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site; the sale or offering for sale, use or consumption of any products on your site; and ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
4. Modification.
We may modify any of the terms and conditions contained in this agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF LINKS OR THE SEARCH BOX FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
5. Limitation of Liability.
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (OR LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF LINKS OR THE SEARCH BOX, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, our aggregate liability arising with respect to this agreement and your use of Links or the Search Box will not exceed $10,000.
6. Disclaimers.
We make no express or implied warranties or representations with respect to our on-line library including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
7. Entire Agreement.
The provisions contained in this agreement constitute the entire agreement between the parties with respect to the subject matter of this agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this agreement shall be valid or binding between the parties.
8. Governing Law.
This agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this agreement, or arising out of any matter pertaining to this agreement, shall be submitted for trial, without jury, before the federal or state courts located in Harris County, Texas. The parties consent and submit to the jurisdiction and venue of any such court and agree to accept service of process inside or outside the State of Texas in any matter to be submitted to any such court pursuant hereto.
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