Welcome to www.zugo.com (the “Site”), a website operated by Zugo Limited (“Zugo”, “we”, “us”, or “our”). We provide our users (each user, "you") with turn-key monetization solutions powered by Bing, Yahoo! and other leading search providers (collectively, the “Services”). The following terms and conditions (the “Terms of Service”) form a binding agreement between you and us.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE SITE AND USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO ALL OF THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS SITE. YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS IN ORDER TO ENTER INTO THIS AGREEMENT, TO CREATE OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS BETWEEN YOU AND ZUGO WITH RESPECT TO THIS AGREEMENT, AS FURTHER DETAILED IN SECTION 14.
Some Services may also be subject to additional guidelines, rules, or terms (“Additional Terms”). For example, any use of the Zugo Toolbar is governed by the Zugo Toolbar Terms and Conditions. If there is any conflict between the Terms of Service and the Additional Terms, the Additional Terms take precedence in relation to that Service. The Additional Terms for such Services will be incorporated by reference in these Terms of Service.
We may at our sole discretion change, add, or delete portions of these Terms of Service at any time on a going-forward basis. It is your responsibility to check these Terms of Service for changes prior to use of the Site, and in any event your continued use of the Site following the posting of changes to these Terms of Service constitutes your acceptance of any changes. We will notify you of any such material changes by posting notice of the changes on the Site, and/or, in our sole discretion, by email.
If you are a partner and want to receive reports, materials or other customized content related to the websites you operate that use our solutions (“Zugo Content”), we may require that you create an “Account.” You can create an Account by following the registration instructions provided on the Site. If you choose to create an Account, you agree to provide only true, current, accurate, and complete registration information, and you will keep that information true, accurate, and up-to-date. Each registration is for your personal use, or for the use by the company or organization on whose behalf you access the Site and use the Service. You are responsible for all activities occurring under Your Account and you may not authorize anyone else’s use of your Account. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You may not use your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.
The Zugo Content made available or displayed on the Site or sent to you through the Services, and any derivative works thereof,
whether made by us or you is proprietary to us or our licensors and should be considered our confidential information.
We consider our provision of Zugo Content to be one of the Services we may offer you. You agree at all times to hold in strict confidence and
not disclose to any third party the Zugo Content, or any component thereof, except as authorized by these Terms of Service or otherwise
approved in writing by us. Subject to these Terms of Service and any Additional Terms, we hereby grant you a limited, non-exclusive,
non-transferable license to use, display and reproduce the Zugo Content solely for your internal business use and for no other purpose,
provided you limit access to the Zugo Content to only those of your employees or authorized representatives who have a need to know and who
have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those
You may not:
Any copy of the Zugo Content or portion thereof must include all copyright notices, information, and restrictions contained in, or attached to, any of the Zugo Content, and you must abide by the foregoing notices and restrictions. We reserve the right to refuse to provide you certain Zugo Content. As between you and us, we retain all right, title and interest in and to the Zugo Content, and all related intellectual property rights. We reserve all rights not granted in these Terms of Service. You will immediately notify us in the event of any loss or unauthorized disclosure of any Zugo Content. Upon our written request, or your termination of these Terms of Service, you must promptly delete or destroy all documents and other tangible materials representing any Zugo Content and all copies thereof.
One of the Services we offer is the use of the Zugosearch.com start page, which is generally installed and used through our software products or our partners' software products. If you want to use our start page, we may need to change the settings on your PC, and you will grant us all necessary rights to change the default setting of your home page on any internet browser then installed on your computer.
You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services (“Our Technology”) are:
Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Service. Furthermore, nothing in these Terms of Service will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of Zugo or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms of Service.
The Site may contain areas that allow you and other registered users to submit information or materials. We will refer to any such information or materials that you post or submit to us through the Site or Services as “User Content”. You are solely responsible for any User Content you submit to us. You retain the copyright in any User Content that you post or submit, and you grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit such User Content in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. You agree not to, and represent and warrant that you will not, submit, post or use any User Content that infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation; is false or inaccurate or becomes false or inaccurate at any time; discloses information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others; or misrepresents your identity in any way.
It is our goal to make access to our Site and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not: Use, reproduce, duplicate, copy, sell, resell or exploit:
in each case for any purpose other than for which the Site or Services are being provided to you; Conduct or promote any illegal activities while using the Site or Services; Upload, distribute or print anything that may be harmful to minors; Violate the rights of any third party, including any intellectual property rights; Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site; Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights; Upload or transmit any form of virus, worm, Trojan horse, or other malicious code; Use the Site or Services to generate unsolicited email advertisements or spam; Use the Site or Services to stalk, harass or harm another individual; Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts); Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services; Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or content contained on any such web page for commercial use without our prior express written permission; Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or Mirror or frame the Site or any content, place pop-up windows over its pages, or otherwise affect the display of its pages.
We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Zugo, the Site or the Services (collectively “Feedback”), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. THE SITE AND SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SITE, AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO CONTENT, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY USER OF THE SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO ONE HUNDRED DOLLARS (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. Without limiting the foregoing, under no circumstances WILL WE or our licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, OR non-performance of third parties.
You agree to indemnify, defend and hold harmless Zugo, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from:
Content from advertisers and other third parties may be made available to you through the Site AND/OR THE SERVICES. Because WE DO NOT control such content, you agree that we ARE NOT responsible for any such content. WE DO NOT MAKE ANY guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties OR VIOLATION OF ANY THIRD PARTY RIGHTS RELATED TO SUCH CONTENT. The Site and Services may contain links to websites not operated by US. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink OR OTHERWISE from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Site and Services may contain links to websites THAT ARE operated by US BUT WHICH OPERATE UNDER DIFFERENT TERMS OF SERVICE. It is your responsibility to review the privacy policies and Terms of Service of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party. THE SITE AND SERVICES MAY CONTAIN LINKS TO WEBSITES THAT ARE OPERATED BY US BUT WHICH OPERATE UNDER DIFFERENT TERMS OF SERVICE. IT IS YOUR RESPONSIBILITY TO REVIEW THE PRIVACY POLICIES AND TERMS OF SERVICE OF ANY OTHER WEBSITE YOU VISIT. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, PRODUCTS, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section 14 informs you of your rights when receiving Communications from us electronically.
For contractual purposes, you
Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Service by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
You are responsible for compliance with all applicable laws. The Terms of Service and the relationship between you and Zugo will be governed by the laws of the Commonwealth of Virginia, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms of Service, or your use of the Site or Services must be instituted non-exclusively in the federal or state courts located in Fairfax County, Virginia and in any other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. These Terms of Service are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Service to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Service constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Sections 1, 2, 4, 5 and 7 through 17, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, Zugo Content, User Content, Feedback, Our Technology and the Services, will survive the expiration or termination of these Terms of Service for any reason.
We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to email@example.com or as otherwise expressly provided. Please report any violations of these Terms of Service to firstname.lastname@example.org.
These Terms and Conditions for the Zugo Toolbar constitute a binding, contractual agreement ("Agreement") between you and Zugo Limited ("Zugo"). This Agreement applies solely to your use of the software, updates, plug-ins and services associated with the toolbar application with which this Agreement is provided (the "Toolbar"). By accepting this Agreement or by installing or using the Toolbar, you are indicating your acceptance and agreeing to all the terms and conditions of this Agreement. If you do not accept and agree to the following terms and conditions, you must not use or install the Toolbar.
Zugo may change any of the terms and conditions contained in this Agreement at any time in its sole discretion. Notice of material changes to this Agreement will be posted when they become effective. You are responsible for reviewing the notice and any applicable changes. You agree that your continued use of the Toolbar following any changes to this Agreement and after the changes take effect will constitute your acceptance of such changes. If you do not agree to future changes to this Agreement, stop using the Toolbar after the effective date of such changes and uninstall the Toolbar.
Provided that you comply with the terms of this Agreement, Zugo grants you a personal, limited, non-exclusive and non-transferable license to install and use the Toolbar on a single computer, solely in object code format and solely for personal and non-commercial purposes. This license does not entitle you to receive from Zugo hard-copy documentation, support, telephone assistance, or enhancements or updates to the Toolbar, though we may provide any of the foregoing in our sole discretion.
You may not:
The Toolbar is the property of Zugo and/or its licensors, and Zugo and/or its licensors retain all right, title and interest to the Toolbar, including any intellectual property rights regarding trademarks, service marks and trade secrets, as well as any rights in copyrighted and/or patented materials provided to you as part of the Toolbar. Except for the limited license granted to you in this Agreement, you obtain no rights to the Toolbar, and Zugo and/or its licensors reserve all rights not expressly granted to you.
In the event that you provide Zugo with any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Toolbar (collectively "Feedback"), you agree that Zugo may use the Feedback to modify the Toolbar and Zugo's other products and services and that you will not be due any compensation, including any royalty related to the Toolbar or other product or service that incorporates your Feedback. You grant Zugo a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with Zugo, unless Zugo has entered into a separate agreement with you that provides otherwise.
ZUGO PROVIDES THE TOOLBAR "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE TOOLBAR RESIDES WITH YOU. ZUGO AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. ZUGO MAKES NO WARRANTY THAT THE TOOLBAR WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ZUGO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TOOLBAR, OR THAT DEFECTS IN THE TOOLBAR WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF THE TOOLBAR. NO CONTENT, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZUGO THROUGH THE TOOLBAR, ITS WEBSITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
IN NO EVENT SHALL ZUGO OR ANY OF ITS LICENSORS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL OR LOST PROFITS OR LOST OPPORTUNITIES IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE TOOLBAR OR THE PERFORMANCE OR NON-PERFORMANCE OF THE TOOLBAR, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF ZUGO HAS BEEN NOTIFIED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT WILL ZUGO'S LIABILITY FOR ANY DAMAGES TO YOU OR ANY THIRD PARTY EVER EXCEED ONE HUNDRED DOLLARS (U.S. $100.00) REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT ZUGO MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF ITS LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Zugo from any suits, losses, claims, demands, liabilities, costs and expenses (including reasonable fees for attorneys) that Zugo may sustain or incur from:
Third parties may from time to time offer applications or services to access, "plug-in" or interact with the Toolbar. You may only use third-party applications authorized by Zugo for use with the Toolbar. Your use of any third-party applications will be at your own risk and subject to the terms and conditions of those third parties. ZUGO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE THIRD PARTY APPLICATIONS OR SERVICES, AND ZUGO DISCLAIMS ALL LIABILITY RELATED THERETO.
Without limiting the provisions of Section 1, you acknowledge and agree that Zugo has no obligation under this Agreement to correct any defects or errors in the Toolbar furnished to you under this Agreement, regardless of whether you inform Zugo of such defects or errors or Zugo otherwise is, or becomes aware of, such defects or errors. To the extent Zugo provides you with any updates or upgrades to the Toolbar, such updates and upgrades shall be deemed to constitute part of the Toolbar and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Toolbar. Zugo may provide mandatory updates to the Toolbar with or without notice to you to ensure the continued performance, security and stability of the Toolbar. Zugo may also make available other updates to the Toolbar that you will have the option to install.
The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first install or use the Toolbar, whichever first occurs. This Agreement will terminate immediately without notice to you if you breach any term or condition herein. You shall be entitled to terminate this Agreement without cause at any time by stopping use of the Toolbar. Zugo shall be entitled to terminate this Agreement without cause upon written notice to you. Upon termination, all rights granted to you under this Agreement will immediately cease, you may not thereafter install or use the Toolbar, and you must delete or destroy all copies of the Toolbar in your possession. All provisions of this Agreement, except for the license grant in Section 1 above, survive the termination of this Agreement. Zugo may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within Zugo's computer or communications networks.
This Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to, or application of, rules or principles regarding conflicts of law. The state and federal courts located in the Commonwealth of Virginia shall have sole and exclusive jurisdiction over any disputes arising under this Agreement, and you agree to submit to the personal jurisdiction of such courts. You acknowledge that Zugo will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. In the event that Zugo prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, Zugo will be entitled to receive its costs, expert witness fees and reasonable attorney's fees, including costs and fees on appeal. The failure of Zugo to require your performance of any provision in this Agreement shall not affect Zugo's full right to require such performance at any time thereafter; nor shall the waiver by Zugo of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. This Agreement is personal to you, and you may not transfer, assign or delegate your right and/or duties under this Agreement to anyone else. Any attempted assignment or delegation is void. This Agreement, together with the Zugo Terms of Service, is the complete and exclusive statement of the agreement between Zugo and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.
Each of the components that constitute the Toolbar and its related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Toolbar and any documentation provided with the Toolbar with only those rights set forth in this Agreement.
You agree to this Agreement electronically. You authorize Zugo to provide you any information and notices regarding the Toolbar ("Notices") in electronic form. Zugo may provide Notices to you:
The delivery of any Notice is effective when Zugo sends or posts it, regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Toolbar and terminating this Agreement. As long as you are able to access the internet using the Toolbar, you will be able to receive electronic Notices from Zugo.
a. Technical Information. When installed, the Toolbar may, from time to time, automatically report back information to Zugo's servers related to installation, updates, usage and errors arising in connection with your use of the Toolbar, without notice to you. The primary use of this data is to help diagnose and resolve technical and performance issues in relation to the Toolbar's compatibility with the latest operating systems.
b. Feature Usage Information. The Toolbar may also provide Zugo with anonymous information about use of the Toolbar's features and buttons. Zugo uses this information in the aggregate to determine which Toolbar features and buttons are most popular and useful to its users, and to validate the continued existence and usage of an installed Toolbar.
c. Toolbar ID. The Toolbar may contain a specific identification number for the purpose of tracking the number of unique instances of the Toolbar in use.
d. Personalization. You may be asked to provide Zugo with certain information so that Zugo can personalize content presented to you through the Toolbar. For example, you may be asked for your zip code, which could be used to provide you with relevant local weather and/or news reports.
Last updated: 4th November 2010