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FREE CONTENT AGREEMENT
BY CLICKING ON THE "SUBMIT" BUTTON AT THE END OF THE REGISTRATION PAGE, YOU (IF YOU
ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING
ON BEHALF OF YOUR COMPANY) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT
AS A MEMBER OF OUR FREE CONTENT PROGRAM. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY
BEFORE ACCEPTING ITS TERMS.
1. Agreement Regarding Links. No modification of content. No removal of links.
(a) You agree to fully cooperate with Bankrate, Inc. in establishing all links. HTML
code must be copied and pasted exactly as it appears within the Free Content Program.
The code must not be modified in any way, and all links must remain intact.
(b) You shall not place a Link in newsgroups, unsolicited e-mail, banner networks,
counters, chatrooms or guestbooks.
(c) You shall not use or display the Link or the Bankrate.com Content in a manner
that is defamatory, misleading, libelous, obscene or otherwise potentially damaging
to the reputation of Bankrate, Inc., or the goodwill associated with the Bankrate,
Inc.
2. Copyrighted Material. You are solely responsible for ensuring that the content
of your Web site obeys all applicable copyright and other laws. Bankrate, Inc.
is not responsible for your improper use of another party's copyrighted or proprietary
material, or your infringement on another partys Intellectual Property Rights.
3. Trademarks. All trademarks, trade names and service marks of Bankrate, Inc.
(collectively, the "Marks"), including those related to the Bankrate.com Site and
Bankrate.com Content, are the exclusive property of Bankrate, Inc.. Notwithstanding
anything contained in this Agreement, Bankrate, Inc. reserves full ownership of the
Marks. All use of the Marks by you is limited solely to the use contemplated by this
Agreement.
4. Licenses and Use of the Marks.
(a) Bankrate, Inc. grants you a non-exclusive, nontransferable, revocable license
to:
(i) access the Bankrate.com Site through the Links solely in accordance with the terms
of this Agreement; and
(ii) solely in connection with such Links, to use Bankrate, Inc.s Marks, solely for
the use contemplated by this Agreement.
(b) You may not alter, modify, or change the Marks in any way. You are
only entitled to use the Marks to the extent that you remain a member in good standing
of the Free Content Program. You agree not to use the Marks or any portion of the
Marks in any manner that is disparaging or that otherwise portrays Bankrate, Inc.
or the Bankrate.com Site or Bankrate.com Content in a negative manner. Bankrate,
Inc. may revoke your registration at any time without notice or reason.
5. Termination. Bankrate, Inc. also reserves the right to at any time terminate
this Agreement and the related content in its sole discretion and without notice.
6. Changing Content. Bankrate, Inc. reserves the right to change, alter
or delete any portion or all of the Bankrate.com content at any time in its sole discretion
and without prior notice or approval.
7. Indemnification. You hereby agree to indemnify, defend, and hold harmless
Bankrate, Inc., its shareholders, officers, directors, employees, agents, representatives,
affiliates, successors and assigns from and against any and all claims, demands, losses,
liabilities, damages or expenses (including attorneys' fees and costs) of any nature
whatsoever incurred or suffered by Bankrate, Inc., in so far as such losses (or actions
in respect thereof) arise out of, are related to, or are based on (a) the terms and
conditions of this Agreement, (b) the breach of any representation, warranty, or covenant
made by you in this Agreement, or (c) any claim related to your Site.
8. Confidentiality. Except as otherwise provided in this Agreement, or with
the prior written consent of the other party, each of the parties to this Agreement
agrees that all information including, without limitation, the terms of this Agreement,
business and financial information, technology and password information, and other
confidential information concerning you or Bankrate, Inc. shall remain strictly confidential
and secret and shall not be utilized, directly or indirectly, by such other party
for its own business for any other purpose, except, and solely to the extent necessary
to exercise rights and perform obligations under this Agreement. The foregoing restrictions
will not apply to information to the extent it; (a) was known to the receiving party
at the time of disclosure, (b) has become publicly known through no wrongful act of
the receiving party, (c) has been rightfully received from a third party under no
obligation to the disclosing party, or (d) has been disclosed by court order or as
otherwise required by law if the receiving party has given the disclosing party a
reasonable opportunity to contest or limit the scope of such required disclosure.
9. Modification. Bankrate, Inc. reserves the right to change any and all of the terms
and conditions in this Agreement, at any time, in its sole discretion. Bankrate.com
representatives will notify all Free Content Program Participants no less than two
(2) weeks prior to implementing any significant changes to the program.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS
AGREEMENT AND IMMEDIATELY DISCONTINUE YOUR USE OF THE CONTENT. YOUR CONTINUED PARTICIPATION
IN THE FREE CONTENT PROGRAM AND/OR USE OF THE LINKS WITHIN 10 DAYS OF BANKRATE, INC.'S
POSTING OF A NEW AGREEMENT ON THE FREE CONTENT WEB PAGE WILL CONSTITUTE BINDING ACCEPTANCE
OF THE MODIFICATION.
10. Construction. YOU AGREE THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT
SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY BANKRATE, INC.,
AND YOU SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS
THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY.
11. Possible Competition. YOU UNDERSTAND THAT BANKRATE, INC. MAY, AT ANY TIME
(DIRECTLY OR INDIRECTLY) OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
SITE.
12. Limitations on Liability.
(a) IN NO EVENT SHALL BANKRATE, INC. BE LIABLE FOR ANY ACT OR OMISSION, OR ANY EVENT
DIRECTLY OR INDIRECTLY RESULTING FROM ANY ACT OR OMISSION OF A THIRD PARTY.
(b) IN NO EVENT SHALL BANKRATE, INC. BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, OR FOR ANY LOSS OF PROFITS,
REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THE OPERATION OR PERFORMANCE
OF THIS AGREEMENT OR THE OPERATION OF THE LINKS OR Bankrate.com SITE, REGARDLESS OF
WHETHER BANKRATE, INC. WAS INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY
OF SUCH DAMAGES OR LOSS IN ADVANCE.
13. Disclaimer. THE Bankrate.com SITE AND RELATED Bankrate.com CONTENT
ARE PROVIDED AS IS WITH NO WARRANTY, AND BANKRATE, INC. EXPRESSLY DISCLAIMS ANY WARRANTY,
EXPRESS OR IMPLIED, REGARDING THE Bankrate.com SITE AND/OR Bankrate.com CONTENT, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT
AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
14. Authority. By entering into this Agreement you are acting on behalf
of yourself or your company, you personally represent to Bankrate, Inc. that you have
all requisite power and authority to enter into this Agreement, that this Agreement
has been duly authorized by you or your company, and that this Agreement will constitute
the legal, valid and binding obligation of you or your company. If you are entering
into this Agreement and acting on behalf of yourself, you represent to Bankrate, Inc.
that you are an individual, 18 years of age or older, and a legal resident of the
United States.
15. Publicity. You shall not create, publish, distribute, or permit any
written material that makes reference to Bankrate, Inc., the Bankrate.com Site, or
the Bankrate.com Content without first submitting such material to Bankrate, Inc.
and receiving written consent and approval from Bankrate, Inc..
16. Relationship of Parties. You and Bankrate, Inc. are independent contractors,
and nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship, or the relationship of
principal and agent between us. You have no authority to make or accept any
offers or representations on Bankrate, Inc.s behalf. You will not make any statement,
whether on your Site or otherwise, that reasonably would contradict anything in this
Section 16. You as an independent contractor, will have sole responsibility
for your expenses, employees, sales representatives and agents.
17. Miscellaneous. This Agreement shall be governed by the laws of the United
States and the State of Florida without reference to any conflicts of laws. Any action
relating to this Agreement must be brought in the federal or state courts located
in West Palm Beach, Florida, and you irrevocably consent to the jurisdiction of such
courts.
18. Assignability. Bankrate, Inc. may assign this Agreement at any time
without prior notice or approval. You shall not assign this Agreement, by operation
of law or otherwise, without the prior written consent of Bankrate, Inc.. Subject
to the foregoing restriction on you, this Agreement is binding upon, inures to the
benefit of, and is enforceable by the parties and their respective successors and
permitted assigns.
19. Entire Agreement. This Agreement contains the entire agreement between
you and Bankrate, Inc. with respect to the subject matter contained in this Agreement,
and supersedes all prior and/or contemporaneous agreements or understandings, written
or oral, between you and Bankrate, Inc. with respect to the subject matter of this
Agreement.
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