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Mobile Website Development Terms of Service

Last modified: March 1, 2013

1. GENERAL

Please read these Terms of Service carefully before using this service, and check them periodically for changes or updates.

Any use of the services is subject to and conditioned upon assent to and compliance with all of these terms of service (the “Agreement”). Portions of the Service may be subject to other terms and conditions and your use of such services is subject to and conditioned upon your acceptance of such additional terms and conditions.

By accessing the service, you confirm and acknowledge that you have (1) read this agreement and that you understand its content, and (2) that you agree to be bound by this agreement. The agreement is between you and SureFire Search Ltd. If you do not agree to be bound by the terms and conditions of this Agreement, do not use the Service.

We may change the terms of this Agreement at any time(s) and in our sole discretion, upon posting notice on the Site. If you do not agree to the new or different terms, you should not use the Service.

2. THE SERVICE

We provide mobile website solutions for existing Internet websites. You may use the Services for your personal and business use or for internal business purpose in the organization that you represent, as long as you are in compliance with all provisions of this Agreement. In providing the Service, we obtain and rely on certain information from third parties and third party software and applications. We cannot guarantee the accuracy or completeness of such data.

We do not claim ownership of the Content (as defined below) you place on your website or Content submitted by your mobile website. By submitting Content to us for inclusion on your mobile website, you grant us a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your mobile website, and storing it on our servers. This license exists only for as long as you continue to be our customer and shall be terminated upon receiving written notice from you. You acknowledge that we do not pre-screen Content, however, we reserve the right (but not the obligation) in our sole discretion to refuse or remove any Content that is available to third parties via the Service. Without limiting the foregoing, we shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.

It is your obligation to ensure that you fully comply with all applicable laws, regulations and directives with regard to the use of the Site and the Service. For the avoidance of doubt, the ability to access the Service does not necessarily mean that your use thereto are legal under relevant laws, regulations and directives.

3. FEES

All fees in connection with the Service are non-refundable and non-cancelable.

4. DISCLAIMERS OF ALL WARRANTIES

The service is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Without limiting the above, (i) we make no warranty that the service will meet your requirements, or will be uninterrupted, continuous, timely, secure, accurate, correct, complete or available; (ii) we do no endorse or approve any content provided by any party than us and disclaim all liability whatsoever thereto; and (iii) we do not warrant or make any representations regarding the use or the results of the service or the content in terms of its correctness, completeness, results, availability, accuracy, reliability or otherwise.

5. LIMITATION OF LIABILITY

To the fullest extent permitted by law, under no circumstances shall we be liable for any injury, death, act of god, accident, delay, direct or indirect, incidental, punitive, special, exemplary or consequential damages arising out of any (i) use or the inability (for any reason) to use any part of this site or the service (including without limitation inaccuracies or errors of information as a result of accessing the service), (ii) action or inaction in connection with this agreement or for cost of procurement of substitute services, or (iii) statements or conduct of you or any third party on your website or mobile website, including without limitation any submissions thereon; in each case, including but not limited to, damages for loss of profits, even if we have been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability or otherwise. All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between us and you. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or in connection with the Service, the Content or the Agreement must be filed within thirty (30) days after such claim or cause of action arose or be forever barred.

In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, you agree that our aggregate liability shall not exceed amount paid by you to us pursuant to this Agreement.

6. INDEMNIFICATION

You release, and agree, at your own expense, to indemnify, defend and hold harmless us, our officers, directors, employees, agents and affiliates, from all claims, liabilities, loss and damages (of every kind, whether known or unknown and suspected or unsuspected) related to in any way to: (i) your use of, access to or reliance on the service or the content, or (ii) your violation of any of the terms of this agreement or any applicable laws or regulations. We will provide you with written notice of such claim. You will not enter into any settlement or compromise of any such claim without our prior written consent. We may assume the exclusive defence and control of any matter subject to indemnification by you. In all events, you shall cooperate fully in the defence of any claim.<

7. REDIRECT CODE

As one of the final steps to publishing your mobile site, you may be required to install or have installed in the code of your website a certain section of code that redirects customers to your mobile site (“Redirect Code”) when viewing your website on a mobile device. In rare cases, installing Redirect Code incorrectly can cause a website to be impaired, malfunction or function differently. You understand and acknowledge at the Agreement’s Limitation of Liability (Sec. 5) and Indemnification (Sec. 6) apply to all foreseen and unforeseen situations arising from your installation of Redirect Code; in no way shall we  be responsible for any claims, liabilities, loss or damages related to installation of Redirect Code.

8. COPYRIGHTED MATERIALS, INFRINGEMENT NOTICES AND TAKEDOWN

You shall not use the services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.

9. GOVERNING LAW AND EXCLUSIVE COURTS

The agreement is governed by New Zealand law. Should any dispute arise, the parties will attempt to resolve it in good faith by senior level negotiations (this may include mediation using the services of an agreed mediator). If the dispute is not resolved through negotiation of mediation the New Zealand Courts will have exclusive jurisdiction, over all claims that may arise out of or in connection with the contract. Each party hereby irrevocably waives any claim that an action is brought in an inconvenient forum, or that the New Zealand Courts do not have jurisdiction.

10. MISCELLANEOUS

No waiver of any term of this the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between you and us as a result of the use of the Site or the Service. This Agreement comprises the entire agreement between you and us, states our and our suppliers’ entire liability and your exclusive remedy with respect to the Site and Service, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. No provision of the Agreement shall be construed against us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.


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