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Terms and Conditions


1. SERVICE
1.1 By completing the enrollment process to become a subscriber of the Service or by using the Service or any Application Software provided (Application Software;) you agree to accept the terms of the Agreement as if you had signed it. We may change this Agreement at any time; such changes will be effective immediately upon transmission of notice by e-mail, postal mail, or any other means. Each time you use the Service reaffirms your acceptance of the then-current Agreement. If you do not wish to be bound by this Agreement, you may discontinue using the Service and the Application Software and immediately terminate your account as set forth IN Section 12 below.
1.2 Please refer to your initial signup communications for specific information with respect to your service. We may discontinue or alter any service or aspect of the Service at any time, without notice, without liability and in our sole discretion, but only for the following reasons: Site changes that promote illegal acts in any way or that promote hate speech, or that are considered grossly offensive. You also acknowledge that SPN Search, or NetGuard, or both may institute limitations on service requests in the event of excessive service requests. All service questions are answered free of charge, URL changes are done free or charge, and phrase changes are done free of charge (up to once every thirty days), subject to the limitations described in this Paragraph.
1.3 You acknowledge and agree that we may refuse to accept any proposed Keyword registration for any reason. You also acknowledge that we cannot guarantee that you will be able to register a desired Keyword, even if an inquiry indicates that the keyword is or may be available, because of the possibility of simultaneous applications or for other reasons.


2. SUBSCRIBER REQUIREMENTS
2.1. You agree to provide accurate and complete information, to the extent required for your registration as a subscriber of the Service or at any time thereafter, and to maintain and to update this information as required to keep it accurate and complete. If you provide any information that is untrue, inaccurate or incomplete, or give reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, We have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) You agree in your enrollment and in your use of the Service not to impersonate any other person or entity, and you represent that you are either 18 years of age or older.
2.2. You are responsible and liable for any activity by any person who uses your account with the Service. Other users of your account will be bound by this Agreement as if they were you. You are responsible for maintaining the confidentiality of your password and for any liability resulting from disclosure of your password. You agree that, upon becoming aware that your password or account is (or possibly is) being used without authorization, you will immediately change your password and notify us. Neither SPN nor NetGuard are responsible for any refunds if client misplaces their password to login to our system, or if a password is not received by US Mail, as clients can use their own tracking via Google Analytics, StatCounter or their own website's host tracking systems.
2.3. You may not modify your SPN Search once we have accepted it. You can however, modify some properties (such as the URL which the SPN Search navigate to on a one time basis) and your contact information. You are required to update your account information as it changes. Partial payments made on phrases are subject to termination without refund if payment is not received within thirty calendar days from time of order, unless otherwise agreed to in writing by NetGuard Corporate, as well as SPN Search.
2.4. You understand and agree that the SPN Search service is designed for the benefit of Internet users by providing them with a positive navigation experience. You are required to direct all SPN Searchs that you are licensing to a website that provides a product or service that is specifically related to the SPN Search you are licensing and which complies with our definitions. We reserve the right to revoke any SPN Search that we determine, in its sole discretion, does not truly represent the intended use for such SPN Search. Accordingly, you understand and agree that we perform editorial review of SPN Search to assure that they benefit Internet users. You further understand and agree that if a third party complains about your Keyword, you are not guaranteed any opportunity to respond to such complaint before we perform its editorial review and decide whether or not to modify or revoke the SPN Search at issue.
2.5. You understand and agree that you will not, in any forum, public or private, via any means of communications, disparage the service we provide. This includes online postings, contacting references with the intent of disparaging the services we provide. You agree that in the case of any disputes with our company that you will go through proper channels such as the BBB or BCA. The BBB and BCA are the only exceptions to this clause. Violation of the non-disparagement clause is considered sufficient grounds to terminate services without refund or recourse.


3. SPN Search DEFINITION
3.1. SPN Search 1 - One Word Generic One Word. You must provide verification that your company provides a product or service nationally or provides referrals for products or services to license a One Word Generic SPN Search. Subject to all terms, conditions and exclusions outlined herein. SPN Search we consider to generic in nature are not available for registration, and based on our determination of what may be considered to generic. b. SPN Search 2 - Two Word Generic Two Words. 1) Two Word Generic SPN Search that do not include a geographic reference. You must provide verification that your company provides a product or service nationally or provides referrals for products or services to license a Two Word SPN Search that do not include a geographic reference. 2) Two Word Generic SPN Search that include a geographic reference may be licensed by registrants regardless of trade geographic. All Two Word SPN Search will be Subject to all of the terms, conditions and exclusions outlined herein. c. SPN Search 3 - Three Word Generic Three Words or More. All Three Word SPN Search may be licensed by registrants regardless of trade geographic. Subject to all of the terms, conditions and exclusions outlined herein.

4. GUIDLINES FOR ACCEPTABLE USE
4.1. You represent and warrant to that: a. To the best of your knowledge, the registration and/or use of the SPN Search you are registering will not violate the terms of this Service Agreement or infringe upon or otherwise violate the rights of any third party. You will not use SPN Search directly or indirectly to promote any pornographic, sexually explicit or obscene goods, material or services, or otherwise display any pornographic, sexually explicit or obscene content, information or materials on the website that your SPN Search direct to. We will be the sole judge of whether SPN Search are being used to promote such goods, material or services.


5.CONTENT
5.1. You acknowledge that information, communications, Application Software and other materials may be accessible to you through your use of the Service. You acknowledge that, as a matter of policy, SPN Search does not pre-screen such materials, but has the right (but not the obligation) to remove from its computer servers materials (including, without limitation, materials created, posted, uploaded or transmitted by you) at its sole discretion, determines to be in violation of the Guidelines. You further acknowledge, however, that we do not have the capability to monitor, review, restrict, edit or remove materials made available by third parties on the Internet, and you agree that you must evaluate, and bear all risks associated with, the use of any materials, including any reliance on the accuracy, completeness, or usefulness of such materials. The fact that we provide a link to a particular Web page is not an indication that we endorse that site's policies or the content or products available from that particular site.
5.2. You acknowledge that materials available through the Service may be protected by copyright, trademarks, and other intellectual property rights. You agree that your use of such materials is governed by all applicable laws and regulations, and by any further restrictions placed on such materials by their owners or licensors.


6. APPLICATION SOFTWARE LICENSE
6.1. We provide our application and service to you, subject to the above Service Agreement and following License Agreement. We at times advertise our clients via Internet engines and may at times use your SPN Search as the demonstration. In doing so we accept no recourse for such free advertising and in no way are responsible for the outcome. The intent is to offer your SPN Search exposure.
6.2. You must agree to the following terms and conditions.
6.3. SPN Search grants to you a personal, non-transferable, non-exclusive license to use the Application Software (in XML code form only) to access the service subject to the terms and conditions of this Agreement. The Application Software is licensed, not sold, to you by us and may be used only to connect to the Service from the United States of America and such other locations as we may authorize.
6.4. You agree not to translate, reverse engineer, reverse compile, disassemble or make derivative works from the Application Software. You agree not to modify the Application Software in any manner or form, or to use modified versions of the Application Software including, without limitation, for the purpose of obtaining unauthorized access to the Service or disabling features of the Application Software or Service. Except as may be permitted by us, you agree not to access the service by any means other than through the interface that is provided by us or its partners for use in accessing the Service.
6.5. The Application Software includes certain cryptographic Application Software that may be subject to any applicable export controls, including the U.S. Export Administration Act. The Application Software may not be exported to any country or to any foreign entity or foreign person to the extent prohibited under applicable government regulations. By downloading or using the Application Software, you are acknowledging and agreeing to the foregoing limitations on your right to export or re-export the Application Software, and are also representing and warranting that you are neither on any applicable government's lists of export precluded parties nor otherwise ineligible to receive Application Software containing cryptography that is subject to any applicable export controls.
6.6. You acknowledge and agree that (i) you are not acquiring the license granted hereunder on behalf of a government agency and (ii) the license granted hereunder is not being acquired pursuant to a government contract.
6.7. You acknowledge that the suppliers retain all title, rights (including, without limitation, intellectual property rights) and interest in the Application Software, except as expressly licensed in this Agreement. All rights in the content, information and materials accessed through use of the Application Software are the property of the applicable content owner and may be protected under intellectual property and other applicable laws. You agree our suppliers are direct and intended third party beneficiaries of this Agreement.

7. FEES
7.1. You agree to pay the full registration price set by us the reseller for each SPN Search registered (Registration Fee). The registration fee is due at the time of registration and accepts your registration and is non-refundable. In the event that the reseller does not receive full payment of all fees owed by you at the outset of your SPN Search registration, we may cancel your registration without prior notice. The term of the registration is noted on your order form and begins from the date that the registrar receives full payment of all fees from you for any SPN Search registered.
7.2. As a subscriber of the Service you are solely responsible for any charges to your account and any activities conducted through your account. By using a credit card or other payment method to pay for any billable portions of the Service, you expressly authorize us or its agents to charge all fees and other charges incurred in connection with your service to the credit card or other payment method you have designated, and such authorization will remain valid unless revoked by you pursuant to Section 12.2. If you use a credit card and it does not receive payment from the card issuer or its agents, you agree to pay all amounts due upon demand and are non-refundable, except as otherwise provided in this Agreement.
7.3. You may change your designated payment method by contacting us in the manner specified for that purpose on Our Web site. We reserve reserves the right to accept other forms of payment or to modify the forms of payment it will accept. You are responsible for making good on any and all obligations regarding payment for your SPN Search.
7.4. You will be notified when SPN Search that are approaching renewal at least sixty (60) days prior to the expiration of your SPN Search registration. Your subscription to any billable portion of the Service will continue and renew automatically, unless terminated or until you notify the reseller pursuant to Section 12.2 of your decision to terminate your subscription to a portion of the Service. Renewals will be billed at our then-current Renewal Fees. We reserve the right at any time to change its fees and charges for use of portions of the Service, to institute new or additional fees, and to change its policies, methods, and procedures with respect to pricing, billing, cancellations, and surcharges. Renewals will also be subject to the current Service Agreement at the time of the Renewal. Although SPN Search expects to provide e-mail or other notice to you prior to increasing the price you pay for the Service, we shall not be required to do so before making any of the changes described. It is your obligation to keep SPN Search apprised of any changes to your account information so that we may notify you at least thirty (30) days prior to the expiration of your SPN Search registration. You may obtain current pricing information for different service levels, as well as information about policies, methods and procedures with respect to pricing by calling us or contact us via email.
7.5. In addition to fees for your subscription to any billable portion of the Service, you agree to pay all sales, use, value-added, personal property or other governmental taxes or levies imposed on fees for the Service or goods or services that you purchase through the Service.
7.6. MEMBER ACCOUNT, PASSWORD, AND SECURITY. Member Client will request and receive a password and account designation upon completing the registration process. You shall be responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (i) immediately notify of any unauthorized use of your password or account or any other breach of security; and (ii) ensure that you logout from your account at the end of each session.

8. DISPUTES
Registrants must not infringe upon the intellectual property rights of a third party. Unless you can provide written documentation that you are the legal owner of a trademarked name, copy written name, celebrity name, a product with a registered patent or are the designated legal representative of a municipal, state or federal government and/or government agency, you may not, under any circumstance, license a Keyword which is protected by a trademark, copyright, patent or a celebrity's commercial rights to their own name. Neither may you, under any circumstance, license a Keyword that violates this policy of reserving municipal, state or federal government and/or government agency names for municipal, state and federal governments respectively. These Keywords shall include the name of any city, county, state or nation. You shall assume full responsibility for the use of any Keywords that violate in any way the rights of any third party. You understand and agree that should there arise any dispute with, or challenge by, a third party concerning or arising from your use of SPN Search, you shall assume all legal and/or financial liability arising out of said dispute or challenge. If we contact you regarding your use of SPN Search, you agree not to make any changes or seek to have changes made to the record without our prior approval. We will not allow changes to be made to the Keyword record until (i) it is directed to do so by a judicial or administrative body, or (ii) receives notification by the third party contesting the use of a SPN Search that the dispute has been settled. SPN Search has the right to modify this Service Agreement at any time and you will be bound to the version of the new Service Agreement in place at the time of any dispute with, or challenge by, a third party concerning or arising from your use of SPN Search. It is your responsibility and you agree to provide updated contact information during the term of this Agreement. Failure to do so will constitute a material breach of this Agreement. For purposes of resolving disputes brought by third parties concerning or arising from your use of a registered Keyword, you agree to submit to subject matter jurisdiction, personal jurisdiction, and venue of the courts residing in the jurisdiction corresponding to the location of the respected reseller of the SPN Search products location the you registered with.

9. NO WARRANTEES
9.1. You agree that use of the Service is at your sole risk. You acknowledge that the Service is provided through access to the Internet, but that the Internet is not owned, operated or managed by us.
9.2. With respect to information, goods and services provided or accessed on or through the Service or otherwise available on the Internet, SPN Search (i) has no responsibility or obligation with respect to (and does not endorse) any information, good or service, (ii) makes no warranties whatsoever (express or implied) with regard to any information, good or service (including, without limitation, warranties of accuracy, completeness, usefulness, merchantability, safety or fitness for a particular purpose), (iii) will not be a party to a transaction between you and any other user of the Service and (iv) will not be liable, under any circumstance, for any loss, cost or damage arising directly or indirectly from any act or omission of any person or from any information, good or service; except to the extent the foregoing may not be disclaimed under law. SPN Search does not assume liability to registrars or SPN Search owners if any or all of our services or products may come down from fire, earthquakes, lawsuits, Floods, or theft.
9.3 In the event that either SPN Search or NetGuard makes any guarantees of a clickthrough rate, those guarantees are only valid provided client does not experience technical issues relating to their website, or email services. Repeated technical issues along those lines permanently invalidate any promised refunds, as neither SPN Search nor NetGuard has any control over a client's email or website technical issues.
9.4 In the event that SPN Search or NetGuard provides technical assistance to a client, neither SPN Search nor NetGuard are responsible if the client does not implement suggestions made to the client. This includes but is not limited to changes in website layout, tracking links or landing pages. In the event that a client's website has not been modified within fourteen (14) days of notice, either verbal or written, given to a client of needed changes, all refund guarantees are immediately and permanently null and void. NetGuard and/or SPN will have the final decision on whether website changes are in compliance with any technical advice given.
9.5. THE APPLICATION SERVICE IS PROVIDED ON AN AS IS BASIS. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF APPLICATION SERVICE, THE APPLICATION SERVICE, SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THIS APPLICATION SERVICE, SITE OR WITH IN THE APPLICATION SERVICE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SPN Search DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.6. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE NOR MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE SERVICE. SPN Search DOES NOT GUARANTEE CONNECTIVITY AT ANY TIME, FOR ANY LENGTH OF TIME OR AT ANY SPEED. THE SERVICE AND THE APPLICATION SOFTWARE ARE PROVIDED ON AN AS AVAILABLE BASIS WITHOUT ANY WARRANTIES WHATSOEVER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN (INCLUDING ELECTRONIC) INFORMATION PROVIDED BY US, ITS EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS OR AUTHORIZED USERS WILL CREATE A WARRANTY, NOR SHOULD YOU RELY ON ANY SUCH ADVICE OR INFORMATION.
9.7. UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE AND FUNDAMENTAL BREACH) WILL SPN Search OR ANYONE ELSE INVOLVED IN PROVIDING THE SERVICE OR APPLICATION SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES FROM OR THROUGH THE USE OF OR INABILITY TO USE THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPN Search SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THEFT, LOSS, DAMAGES, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) THE USE AND RECEIPT OF THE ON-LINE APPLICATON SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. SPN Search ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE APPLICATION SOFTWARE OR THE SERVICE WILL BE A RESTORE OF BACKUP MEDIA CONTAINING THE APPLICATION SOFTWARE DATA THAT SPN Search DEEMS TO BE DEFECTIVE OR THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU DURING THE PRIOR MONTH, IF ANY. IN NO EVENT SHALL SPN Search LIABILITY EXCEED WHAT IS SET FORTH IN SECTION 11 BELOW. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT. IN JURISDICTIONS WHICH RESTRICT LIMITATION OF LIABILITY PROVISIONS, SPN Search LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.


10. INDEMNIFICATION
You agree to defend, indemnify and hold harmless SPN Search, and its affiliates, officers, directors, employees, agents, partners, shareholders, successors and assigns harmless from any claim or demand, including reasonable attorneys' fees incurred by: (i) Your violation of its obligations under this License Agreement; (ii) the negligence or willful acts of you; or (iii) the violation by you or SPN Search of any third party's rights including, but not limited to, trade secrets, proprietary information, trademark, copyright or patent rights and claims for libel and slander or unfair trade practices in connection with services rendered in connection with this License Agreement. The Member Clients obligation to defend and indemnify shall survive the expiration or termination of this License Agreement by either party for any reason made by any third party due to or arising out your negligence or willful acts in connection to the service(s) or your violation of this License Agreement.


11. LIABILITY LIMITATION
You agree that SPN Search, and our affiliates, officers, employees, agents, and representatives or other partners, shall have no liability to you for any loss you may incur in connection with your registration in the event that you have failed to promptly pay applicable fees. You agree that in no event shall our maximum liability, together with the maximum liability of our affiliates, officers, employees, agents, and representatives or other partners, under this Agreement for any matter exceed an aggregate of one thousand United States dollars (US $1,000).


12. TERMINATION
12.1. You agree that SPN Search, in its sole discretion, may terminate your password, account (or any part thereof) or use of any of its application services. Further, you agree that SPN Search shall not be liable to you or any third-party for any termination of your access to the service.
12.2. SPN Search may terminate your access to the Service and your account at any time, for cause or for no cause, with or without written (including electronic) notice. Upon termination, you will have no right to continue to use the Service or access any stored content on the Service (and any such content will be forfeited). You acknowledge that if an account on the Service is terminated (or if you delete your account from SPN Search central computers); any unread posting prior to termination (or deletion of your account) may be deleted from the Service.
12.3. Either party may cancel this License Agreement at any time. The following obligations will survive the termination of the License Agreement for any reason: (i) indemnification; (ii) obligations to make payments of amounts that become due under this License Agreement before termination; and (iii) any other provision hereof where the context of such provision indicates an intent that it shall survive the term or termination of this License Agreement.
12.4. You may cancel your service at any time by calling SPN Search cancellation service number (which is 1-800-891-5513 as of the date of this Agreement) or by using such other means as SPN Search may make available from time to time, provided that you will remain liable for any fees to which you have committed at the time of registration. If you are dissatisfied with this Agreement or any terms, policies, or practices of SPN Search in operating the Service, any content available through the SPN Search Service, or any change to any of the foregoing, your sole recourse is to cancel your service.
12.5. Your SPN Search Keyword registration may be revoked at any time during your registration in the following circumstances: a. If you breach this Service Agreement, including any of the representations or warranties you made in this Service Agreement or any of the policies that are incorporated by reference; or b. If you provided materially misleading or false information during the registration process, or concealed material information during the registration process, or willfully fail to update your contact information should it change; or c. If you, through your SPN Search Keywords registration or use thereof, are in violation of any laws or regulations; or d. At the request of any governmental entity; or e. If your SPN Search Keywords links to a website with content, information or materials that are racist, discriminatory, illegal, incite violence or hate or are grossly offensive in nature; or f. If you use a SPN Search Keyword directly or indirectly to promote any pornographic, sexually explicit or obscene goods, material or services, or otherwise display any pornographic, sexually explicit or obscene content, information or materials on the website that your SPN Search Keyword directs to; or g. If your SPN Search Keyword links to a website with pornographic, sexually explicit or obscene, content, information or materials; or h. If SPN Search reasonably determines that your Keyword registration risks subjecting SPN Search or its affiliates, partners, subsidiaries, officers, directors or employees to civil or criminal liability, loss, damage, or other tangible harm; or i. If SPN Search in its sole discretion, determines that your Keyword does not benefit Internet users generally by providing them with a positive navigation experience; or j. If SPN Search determines that Client has attempted to gain a refund for services rendered via fraudulent means or fraudulent or false statements; or k. To protect the integrity and stability of the overall SPN Search Service; or l. If SPN Search distribution partner (such as a engine or browser) complains that your Keywords denigrates the editorial quality of its service; or m. If the SPN Search Keyword registration violates the terms of any agreements between SPN Search and its distribution partners (such as a engine or browser); or n. In accordance with our right to stop providing you with the SPN Search Service under section 12.2 above.
12.6. In the event that we revoke your SPN Search Keyword registration pursuant to this section, we will provide you with notice that is reasonable under the circumstances (including immediate notice when that is appropriate) to either the last physical address or the last email address furnished by you to us. We will not refund any fees that you have paid or provide any substitute or replacement SPN Search Keywords registration if we revoke your registration.

13. NO ADDITIONAL RIGHTS CONFERRED
13.1 Your registration of a SPN Search. However, your registration of a SPN Search Keyword and your use of the SPN Search Service do not grant us any right, title or interest in your personal name, company, business, firm, trade, or brand names, and all goodwill arising from our use of those names will inure solely to your benefit. Your registration of a SPN Search Keyword and your use of the SPN Search Service confer upon you no new intellectual property, business or competition rights.
13.2. Transferability. You may transfer or sublicense your rights in your SPN Search Keyword licensed word or phrase registration only if you first acquire our advanced written consent. We are entitled to twenty-five percent (25%) of any payment or fees that you receive as a result of such transfer or sub-license. The sub-licensee must abide by all terms and conditions of this agreement, as well as the registration documentation

14. MISCELLANEOUS
14.1. The failure of SPN Search to insist upon or enforce strict performance by the other of any provision of the Agreement will not be construed as a waiver of any provision or right.
14.2. If any provision of this Agreement is held to be unenforceable for any reason, that provision will be reformed only to the extent necessary to affect the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect.
14.3. This Agreement and its enforcement will be governed by, and construed in accordance with, the laws of the State of California, without regard to conflicts-of-law principles. You consent to the exclusive jurisdiction of the state and federal courts situated in the State of California in connection with any action arising under this Agreement or relating to the Service and/or Application Software, and to having any judgment or order from such jurisdiction recognized in any other court, tribunal or other governmental body in order to have the same enforced against you. Any cause of action brought by or on behalf of you with respect to this Agreement, the Service or Application Software must be commenced within one year after the claim or cause of action arose.
14.4 You agree that SPN Search has the right to compile usage statistics and other general data regarding use of Keywords, and to sell and provide any and all such non-personally identifiable data to third parties.
14.5 The SPNSearch(TM), NetGuard(TM), are the trade and service marks of SPNSearch and Netguard respectively. you agree not to display or use the relevant trademarks in any manner without NetGuard or SPNSearch's prior written permission
14.6 All of the provisions of this License Agreement shall be binding upon and inure to the benefit of the parties hereto and each respective heirs, if any, successors, and assigns.
14.7 The laws of the state of California shall govern the validity of this License Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
14.8 The parties agree that any claim, controversy or dispute arising out of or relating to this License Agreement shall be settled by a court of law in the state of California.
14.9 Section headings are not to be considered a part of this License Agreement and are not intended to be a full and accurate description of the contents hereof.
14.10 Waiver by one party hereto of breach of any provision of this License Agreement by the other shall not operate or be construed as a continuing waiver.
14.11 The Member Client shall not assign any of his or her rights under this License Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of SPN Search.
14.12 Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. SPN Search shall be addressed to: e-mail: info@spssearch.com or United States Mail: SPN Search 16787 Beach Boulevard, #106, Huntington Beach, California 92647 If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. Any party hereto may change its address for purposes of this Paragraph by written notice given in the manner provided above.
14.13 No amendment, change or modification of this License Agreement shall be valid unless in writing signed by the parties hereto.
14.14 This document and any exhibit attached constitute the final License Agreement and entire understanding of the parties, and any and all prior License Agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
14.15 If any provision of this License Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this License Agreement shall nevertheless remain in full force and effect.
14.16 You agree that if an agent for you, such as an Internet Service Provider or administrative contact or agent, completes the registration process on your behalf, you are nonetheless bound as a principal by all terms and conditions in this Service Agreement. You also agree that all of the information provided in the registration process, including contact information and credit card information, are yours and not that of your agent.
14.17 Member Client acknowledges that services may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs and other similar activities necessary during the operation and upgrade of services. In no event shall SPN Search or registrars to be liable for any damages due to temporary interruption of services, or delays in transmission or errors or defects in transmission or failure to transmit when caused by acts of Law, God, fire, water, riots, acts of Government or any other causes beyond the control of SPN Search.
14.18 The remedies provided in this License Agreement and otherwise at law or in equity are cumulative and not exclusive. The failure by either party to exercise any right or remedy under this License Agreement or otherwise available at law or in equity will not be deemed a waiver of any subsequent right or remedy.
14.19 No person who, or entity that is not a party to this License Agreement shall not derive any rights whatsoever hereunder as a third party beneficiary of this License Agreement.
14.20 You acknowledge that you have read the terms and conditions of this License Agreement and hereby agree to be bound by the terms thereof. This License Agreement will become effective upon your acceptance, each time Member Client logs into the Member client area, is reaffirming continued acceptance of this License Agreement.