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Agreement: Terms of service for partners

Welcome to the Muchobene Real-Time Human Search Engine!  By using the Muchobene Real-Time Human Search Engine (the "Service"), your organization ("You") accepts and agrees to be bound by the following terms and conditions (the "Terms of Use") with Muchobene Inc., and its affiliated companies.
 
1. Service.

1.1 Service Description: The Muchobene Real-Time Human Search Engine enables you to provide a Real-Time Human Search Engine on your Web site, blog or any comparable environment (Environment) by placing the Muchobene JavaScript that enables the Muchobene Service to be present on your Environment.  Questions and answers sent from your environment shall comply with the Muchobene technical specifications at all times.

1.2 Eligibility.  By installing the Muchobene Real-Time Human Search Engine on your Environment, you represent and warrant that your use of the Service does not violate any applicable law or regulation, the terms of this Agreement and the general terms expressed on the Muchobene site: http://www.muchobene.com/site/terms.  Muchobene will not be responsible for the content either of the questions or the responses.  You shall be responsible for (a) providing the general hardware and software required to implement and maintain the Service, (b) implementing and maintaining the Quality of Service.

By installing the Service, you guarantee that you shall not engage in or encourage any action or practice that could reflect poorly on Muchobene or devalue Muchobene's reputation or goodwill.  You also guarantee that your Environment shall not contain, display or offer any pornographic, hate-related or violent material, products or services that would violate any criminal laws, any other laws or anybody's rights and that you will comply with all the provisions contained in the general terms expressed in Section 4 of the general terms of services expressed on the Muchobene site: http://www.muchobene.com/site/terms.

1.3 Term: This Agreement shall commence on the date upon which You add the Service to your Environment  and remain in full force and effect while you have the Service installed in your Environment and/or you use the Service.

Muchobene may terminate the Service immediately (a) if you are in breach of these terms of services; (b) if Muchobene decides in it sole discretion to stop providing the Service, or parts thereof; (c) or (d) for any or no reason without giving you notice.  Muchobene may modify, suspend or discontinue the Services or parts thereof at any time, for any reason, at its sole discretion.  Muchobene may modify the Terms of Use at any time with or without notice.

2. Proprietary Rights:

2.1 Muchobene Rights: You acknowledge that Muchobene owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service.  Muchobene will retain all right, title and interest in the Muchobene Software and Branding Features (trade names, trademarks, service marks, logos, domain names, other distinctive brand features) and all intellectual property rights therein.  No license or other rights of any kind are granted or conveyed except for the limited internal license expressly provided herein and the Muchobene Software and Branding Features will remain Muchobene's property.  Except as expressly set forth herein, you will not offer, loan, transfer, encumber, sell or otherwise dispose of the Muchobene Software and Branding Features to any third party without having received prior written authorization from Muchobene.  If you do so, the disposal will be deemed void.  You will not, at any time, contest anywhere in the world Muchobene's ownership of the intellectual property rights in and to the Muchobene Software and Branding Features, and all rights expressed in Sections 2 and 3 of the general terms of services expressed on the Muchobene site: http://www.muchobene.com/site/terms

You agree that you will not (a) modify, distribute, create derivative works of, or transfer any portion of the Muchobene Software or Branding Features (or any related user manuals or documentation) in any form; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Muchobene Service; (c) remove or alter Muchobene's copyrights, trademarks or other proprietary rights provided as part of the Service; (d) publish any performance or benchmark tests or analyses relating to the Muchobene Service or the use thereof; e) directly or indirectly implement, activate, incorporate  the Service on or from any Environment other than this Environment for which these Terms of service explicitly apply; (f) sell, lease, syndicate, or use this Service to any third party, (g) use or include  this Service into any arrangement or agreement under which a third party pays you fees, royalties or any other type of payment.

2.2 Attribution.  The Muchobene Question Box shall conspicuously display the graphic and branding features (trade names, trademarks, service marks, logos, domain names, and other distinctive brand features) that indicate that the Service is provided by Muchobene.  The graphic shall link to the Muchobene site located at http://www.muchobene.com

3. Disclaimers

You acknowledge that Muchobene has no obligation under this Agreement to correct any defects or errors in the Muchobene Software and Services provided to you under this Agreement, regardless of whether you inform Muchobene of such defects or errors or Muchobene otherwise is, or becomes aware of, such defects or errors.  You acknowledge that the Muchobene Software may contain operational malfunctions, errors, or other defects and agrees that you are entering this agreement solely for purposes of evaluating and testing the Muchobene Software.

THE MUCHOBENE SOFTWARE AND SERVICES ARE SOLELY PROVIDED  "AS-IS" AND AS AVAILABLE.  WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE MAKE NO WARRANTY THAT: (A) THE MUCHOBENE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE MUCHOBENE SOFTWARE AND SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MUCHOBENE SOFTWARE OR SERVICES WILL BE ACCURATE OR RELIABLE. 
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE MUCHOBENE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF INSTALLATION OF THE SERVICE.

4. LIMITATION ON LIABILITY

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR INSTALLTION OR USE OF THE MUCHOBENE SOFTWARE AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE MUCHOBENE SOFTWARE OR SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FIFTY US DOLLARS ($50) AND THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM FOR THE MUCHOBENE SOFTWARE OR SERVICES, IF ANY. 
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

5. Release

You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from: (a) any interactions with other Users and/or Visitors, (b) any incorrect or inaccurate Contribution posted on the Services, whether caused by Users, or by any of the equipment or programming associated with or utilized in the Services, or (c) conduct of any User or Visitor of the Services. 
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "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."

6. General

6.1 Amendments.  This Agreement may be modified by us from time to time.  If we make changes to the Agreement, we will post the amended Agreement on the Website and you agree that such amended Agreement will be effective immediately.

6.2 Survival.  The provisions under Sections 1, 2, 3, 4, 5, 6 will survive the termination of this Agreement for any reason.

6.3 Indemnity.  You agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Muchobene Software and Services in violation of this Agreement and/or arising from your breach of any provision of this Agreement.

6.4 U.S. Export Controls.  No software (including the Muchobene Software) may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws.  By downloading, installing or using any software (including the Muchobene Software), you represent and warrant that such download or use is not in violation of any such law.

6.5 Governing Law and Arbitration.  This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.  You agree to submit to the personal jurisdiction of the state courts and federal courts located within the State of California for the purpose of litigating all such claims or disputes.  Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration.  The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties.  The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Notwithstanding the foregoing, you acknowledge that any breach of this Agreement by you would cause irreparable injury to Muchobene for which monetary damages would not be an adequate remedy and that we may seek injunctive or other equitable relief to protect our intellectual property rights in any court of competent jurisdiction.

6.6 Other.  This Agreement constitutes the entire agreement between you and us regarding the use of the Muchobene Software and/or Services.  Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Muchobene's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  The terms of this Agreement will be binding upon assignees.

6.7 Copyright/Trademark Information.  Copyright © 2008, Muchobene.  All rights reserved.  The trademarks, logos and service marks ("Marks") displayed on the Muchobene Software and Services are our property or the property of other third parties.  You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Last updated: April 2008
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