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.
(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 party?s 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.
(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.
(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.
(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.