Terms and Conditions
Last updated September 30th, 2013.
These AddSearch Terms of Service (this “Agreement”) are entered into by AddSearch Oy (a Finnish company with business id 2545782-4, “AddSearch”) and you as an individual or, if you execute this Agreement on behalf of a legal entity, that entity (“You”). This Agreement governs Your use of addsearch.com website and the AddSearch hosted web search for any website (together the “Service“). BY CLICKING THE “I ACCEPT” OR SIMILAR BUTTON, COMPLETING THE REGISTRATION PROCESS, SUBMITTING URL FOR INDEXING, OR USING THE SERVICE IN ANY OTHER WAY, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND, IF YOU HAVE INDICATED THAT YOU ACT ON BEHALF OF AN ENTITY, ARE AUTHORISED TO ACT ON BEHALF OF SUCH ENTITY. If You do not understand or wish to be bound by this Agreement, please do not use, access or register with the Service. NOTHING IN THIS AGREEMENT REMOVES OR SUPERSEDES YOUR RIGHTS AS A CONSUMER BASED ON APPLICABLE MANDATORY PROVISIONS OF LAW.
1. Service and Service Plans
1.1 Service Plans
The Service and certain parts of it may be provided without charge to You. AddSearch offers various service plans for the Service (each a “Plan”) that may e.g., provide additional functionality or remove usage limitations. You are free to select the Plan that is most suitable for You and the website (the “Website”) on which You intend to use the Service. The payment terms, fees and additional terms and conditions may vary between the Plans and they are set out at addsearch.com and incorporated herein by reference.
If You have selected recurring Plan, You agree that it this Agreement will renew automatically for successive terms of same length unless You terminate this Agreement at the latest five (5) days before the expiry of the then current term. If You select a Plan with a fixed term, You are not entitled to refund of any advance payment if You terminate this Agreement prior the expiry of the Plan.
AddSearch may in its discretion allow you to upgrade or downgrade your Plan during the term of the Plan.
1.2 Installing AddSearch to a Website
By submitting a URL identifying any Website to AddSearch, or by otherwise requesting AddSearch to index any Website, You at the same time represent and warrant that You are either the Publisher of the respective Website or that You have the necessary permissions or authorizations to submit the URL and the Website for indexing by AddSearch. AddSearch does not guarantee that any particular Website is suitable for indexing or that the Service used with any particular Website. AddSearch reserves the right to refuse in its sole discretion any request for Service by any party for any reason. Any given delivery time estimates for Website indexing or the Service are not binding.
If AddSearch has indexed Your Website and accepted You as a customer, You can take the Service into use by including the specified tags to the source code of the Website in accordance with the more detailed instructions posted at [addsearch.com/installing-addsearch].
AddSearch retains the title and all intellectual property rights in and to the tags. AddSearch grants You a limited license during the term of this Agreement to use and reproduce the tags on the Website for the sole purpose of integrating, accessing and using the Service on the Website in compliance with this Agreement. You undertake to remove the tags from the Website upon the termination of this Agreement.
1.3 Prohibited Uses
You shall not, and shall not authorize any third party to: (a) use the Service in breach of this Agreement or any policy posted on addsearch.com of the administrator portal of the Service; (b) use the Service for any illegal, infringing or inappropriate purposes; (c) submit to AddSearch or permit AddSearch to index any Website or material that; (i) You do not control or with respect to which You have not obtained the necessary permits and authorizations to act in such manner; (ii) includes incorrect, incomplete or otherwise misleading information: (iii) contains any pornographic, hate-related, violent or otherwise inappropriate content (as may be determined from time to time by AddSearch in its sole discretion); (iv) is illegal or infringing, or whose use would be illegal or infringing; (d) engage in any action or practice that reflects poorly on AddSearch or otherwise disparages or devalues AddSearch’s reputation or goodwill; (e) resell, assign, or transfer any of Your rights hereunder. You undertake to notify AddSearch with no undue delay of any known or suspected improper or wrongful use of the Service.
1.4 Changes to the Service
AddSearch is entitled to change or terminate the Service or its part, any Plan or its fees or any terms and conditions of the Plan at any time for any reason. Without limiting the foregoing, AddSearch may in its discretion change functionalities and usage limitations of the free Service at any time. AddSearch strives to inform You in advance by e-mail, via the Service or otherwise of any such changes to the extent they materially affect Your use of the Service.
To use the Service on a website (the “Website”), You must first register Yourself and the Website with AddSearch. When registering and while using the Service You must provide AddSearch with such registration and other information as is from time to time required by AddSearch. You undertake to keep Your contact information, payment information and other information associated with Your account up to date.
If You register as a legal entity, the legal entity is bound by this Agreement. If You register as a private person, then by agreeing to these Agreement, You confirm that You are at least 18 years of age.
AddSearch has the right to refuse any registration for any reason.
It is Your responsibility to preserve the confidentiality of Your username and password and notify AddSearch immediately of any known or suspected unauthorised disclosure or use of such identifiers. You are fully responsible for all use of Your username and password.
You are solely responsible for the Website and the materials and information (together the “Materials”) You request AddSearch to index, store and in connection with which You use the Service. You acknowledge that the Materials indexed and stored by AddSearch, and the Website on which AddSearch is used, are controlled by you, and they are not submitted, selected or controlled by AddSearch. AddSearch is merely providing a platform enabling the indexing of third party websites controlled and adding in-site search functionality to such websites.
The role of AddSearch in respect to the Materials is that of a hosting service provider pursuant to the Directive 2000/31/EC of the European Parliament and of the Council on Electronic Commerce. You agree that AddSearch may disable Your Service or its part following AddSearch’s receipt of a takedown notice or for any other reason.
4. Payment Terms
Unless otherwise agreed in writing by the Parties or stated on the Website, all amounts are quoted and shall be payable in euros. ALL AMOUNTS PAID FOR THE SERVICE ARE NONREFUNDABLE.
Depending on the Plan, AddSearch may charge the fees monthly or during such other intervals as set out the terms and conditions of the applicable Plan or, if You have selected a fixed term Plan with advance payment, in advance for the full amount on or after the date on which You have subscribed to the Plan.
You represent and warrant that You have the necessary permissions or authorizations to associate the credit card or other payment method with Your account and to use to pay the fees charged by AddSearch for the Service.
Any outstanding balance becomes immediately due and payable upon the termination of this Agreement.
Late payment bears an daily-accruing interest of 15 % per annum. You are liable for collection and legal costs arising from collection of late payment, and such costs may be charged to the credit card or other payment method associated with Your account or invoiced from You afterwards.
Unless and to the extent expressly indicated otherwise, listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service. You are liable for any any such taxes and charges.
5. Intellectual Property Rights
5.1 The Service
You acknowledge that AddSearch owns the title and all intellectual property rights to the AddSearch Service. You undertake that You will not, and will not permit any third party to, modify, adapt, copy, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service or its part or contents, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary materials related thereto. You shall not remove or otherwise inhibit the full display of any trademarks or copyright notices of AddSearch that AddSearch may have included to the Service or any materials or information related thereto.
Subject to Your title and intellectual property rights in and to the Website and the Materials, the Website index generated by AddSearch, along with any other information and content arising out of the use of the Service, is the exclusive property of AddSearch. You grant AddSearch a sublicensable and transferable right and license to use, reproduce, modify, make available and distribute the Website and other Materials for the purposes of making available the Service.
5.3 Third Party Intellectual Property Rights
AddSearch takes intellectual property rights seriously. If Your intellectual property rights are used in connection with the AddService without Your permission, please inform us by sending email to firstname.lastname@example.org.
Please include the following information in Your notice: (a) if the notification concerns claimed infringement, identification of the work(s) or other subject matter protected by intellectual property rights claimed to have been infringed and a statement of ownership to such work(s) or subject matter protected by intellectual property rights; (b) identification of the material that is claimed to be infringing or illegal and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (c) information reasonably sufficient to permit us to contact You, such as an address, telephone number and e-mail address at which You may be contacted; (d) if the notification concerns claimed infringement, a statement that to the best of Your knowledge the use of the material in the manner complained of is not authorized by the right owner, its agent or the law, and that You are either the right owner or authorized to act on behalf of the right owner; and (e) Your physical or electronic signature.
You agree to indemnify, defend and hold AddSearch, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement.
7. No Warranty, Limitation of Liability
AddSearch shall pursue to use its reasonable efforts to ensure that the Service is available. HOWEVER, YOU AGREE THAT SERVICE IS PROVIDED “AS IS” AND YOUR SOLE RECOURSE IN THE EVENT YOUR ARE DISSATISFIED WITH THE SERVICE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 BELOW. ADDSEARCH MAKES NO WARRANTY, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF AVAILABILITY, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
AddSearch shall have the right to suspend temporarily or permanently the Service or its part at any time for maintenance or for any other reason. AddSearch shall strive to notify You of such suspensions, but is under no obligation to do so.
IN NO EVENT SHALL ADDSEARCH BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADDSEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND ADDSEARCH’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO EUR 50. Without limiting the foregoing, AddSearch shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of AddSearch, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Service.
Either Party may terminate this Agreement with or without cause by sending a written notice to the other Party. Such termination will become effective at the end of the calendar month following the calendar month during which such notice was given.
If You have subscribed for a fixed-term Plan with advance payment, You are not entitled to refund if You terminate this Agreement during the agreed term. If AddSearch terminates this Agreement to end before the expiry of a fixed-term Plan for reasons not attributable to and You have paid advance fee covering the whole term, AddSearch will refund proportional part of the advance fee for the calendar months during which You cannot enjoy the Service due to the early termination.
Upon termination, (i) the provision of Service to You shall cease immediately, (ii) You shall remove any tags or other references to AddSearch from Your Website; (iii) AddSearch may delete all Materials from the Service, observing, however that AddSearch has a right, but no obligation, to retain the Materials or its part in order to enable You to reactivate the Service.
Your payment obligations and Sections 3, 4, 5, 6, 7 and 9 shall survive any termination or expiry of this Agreement.
9. Other Provisions
If You and AddSearch have concluded a separate written agreement regarding Your use of the Service, You agree not to disclose the terms and conditions of such Agreement to any third party.
AddSearch may use general information (such as the name and/or logo) related to You and the Website in its marketing of the Service pursuant to good business practises and reasonable guidelines submitted by You from time to time. You may present Yourself on the Website and in public as user of the Service pursuant to good business practises and reasonable guidelines submitted by AddSearch from time to time.
9.3 Amendments to this Agreement
AddSearch may change the terms and conditions of this Agreement, the Price List or the terms and conditions of the Plan at any time by posting the changed information and documents at addsearch.com and by striving to inform You of the change via email, at addsearch.com or otherwise. By continuing to use the Service following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both parties.
9.4 Entire Agreement
This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement.
9.5 Independent Contractors
Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between AddSearch and You. AddSearch is not acting as Your representative or agent with respect to the Service. The relationship between AddSearch and You is one of independent contractors.
9.6 No Waiver
The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. AddSearch may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.
9.9 Governing Law and Resolution of Disputes
This Agreement shall be governed by the laws of Finland, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English or other language agreed by the Parties.