1.1 Rights You Grant to Spigot.
By installing the Toolbar on your computer, you expressly authorize and request Spigot to:
- act as your search agent to conduct inquiries on your behalf using Spigot's search engine and technologies and partners' sites, and collect relevant information and display it to you;
- take actions Spigot deems appropriate to provide the Toolbar to you and to act on your behalf in obtaining information from partners and displaying that to you;
- read and interpret your search requests and results on certain sites and use this information to conduct searches on your behalf, offer alternative results and to personalize The Toolbar for you;
- start the Toolbar automatically when you start your computer, and to appear as a toolbar in your Microsoft Internet Explorer and/or Mozilla Firefox browser. You may change how the Toolbar starts and appears using the respective application options;
- modify your Microsoft Internet Explorer and/or Mozilla Firefox browser settings for the default search engine, address bar search, "DNS error" page, "404 error" page, and new tab page to facilitate more informative responses as determined by The Toolbar;
- communicate with Spigot servers from time to time to check for available software updates such as bug fixes, patches, enhanced functions and new versions (collectively, "Updates"). By installing The Toolbar, you agree to automatically request and receive Updates.
1.2 Limitations on Your Use.
- Personal Use. You agree to use the Toolbar (as well as any information provided or made available by or through the Toolbar) only for your own personal purposes and not for the benefit of any third party or for purposes of competing with Spigot in any way.
- No Scraping or Derivative Uses. Without limitation, you will not provide or make available any such information to others and you will not scrape, compile, combine or organize (or take any action similar to the foregoing, automatically or manually, with respect to) any such information. You agree not to modify, copy, publish, license, create derivative works from or sell the Toolbar or rent, lease, transfer or otherwise transfer rights to the Toolbar (this also applies to information available from or through the Toolbar).
- Legal Uses. You agree not to use the Toolbar in a manner prohibited by law or in violation of any contractual provision by which you are bound.
- Interference. You agree not to use the Toolbar in a manner that could overburden or restrict the Toolbar's functions, or in any manner that could interfere with any other user's ability to use the Toolbar.
1.3 Intellectual Property.
You acknowledge that Spigot and its partners and affiliates own all rights, title and interest in the Toolbar, and services provided through or in conjunction with the Toolbar, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Toolbar. You also agree to not remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Toolbar.
- Although the Toolbar displays the search results, products or services (collectively "Entities"), such display in no way implies, suggests, or constitutes any sponsorship or approval of or by such Entities or their respective products or services. Spigot will have no liability for the actions or inactions of Entities or your use of their products or services. In any case, your use of the Toolbar, and your use of any merchants' products and/or services are at your own risk.
1.5 Limitation of Liability.
Neither Spigot nor its partners will be liable for (i) any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this agreement even if Spigot or its supplier is aware of the possibility of such damages, or (ii) any damages that result in any way from your use or inability to use Spigot services, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the Spigot services.
- Third Party Agreements. You will comply with the terms and conditions of all agreements you have with third parties, including providers of marketplaces, as such terms and conditions relate to use of our services including terms and conditions related to types of items that may be sold or restrictions on concurrent sales.
- No Agency. Except for the limited purpose stated in the 'Limited Agency' Section, you and Spigot are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
- Notices. Except as explicitly stated otherwise, any notices will be given through our contact us form. Notice will be deemed given 24 hours after message, unless the sending party is notified that the message failed to reach us. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Spigot during the registration process. In such case, notice will be deemed given 3 days after the date of mailing.
- Arbitration. Any controversy or claim in any way arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in San Francisco, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Spigot may seek any interim or preliminary relief from a court of competent jurisdiction in California necessary to protect the rights or property of you or Spigot pending the completion of arbitration.
- Governing Law. California law will govern this Agreement, except for the body of law relating to conflicts of law. Subject to the Arbitration Section, venue for any legal action will be the state courts of San Mateo County, California, or the federal courts of the Northern District of California. The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.
- Waivers. A party's failure to enforce any provision of this Agreement shall not be a waiver of the provision or the right to enforce it at a later time.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree that you are not entering into this Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
- Assignment. This Agreement and your user names and passwords are not assignable, transferable or sublicensable by you without Spigot's prior written consent, and any such conveyance will be null and void.
- Attorneys' Fees. The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.
- Headings. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement will control. The use of headings is for convenience and will not affect the interpretation of this Agreement.
1.9 Questions or Comments.
If you have questions or comments, please send us a note from our contact us
Last Updated: January 1, 2009