Mobiledia.com Search Box Terms and Conditions

This agreement (this "Agreement") describes the terms on which Mobiledia Corp. ("Mobiledia.com" and "CellReception.com") allows you to add the Mobiledia Search Boxes (listed at http://www.cellreception.com/add/) to your Internet web site ("Web Site") and provide your end users with access to Mobiledia's Cell Phone Reception Search and Cell Phone Tower Search services (the "Services"). Please read the terms of this Agreement carefully before proceeding. By completing and submitting the Affiliate Registration Form at http://www.cellreception.com/add/, you enter into this Agreement with Mobiledia and indicate that you agree to be bound by these terms and conditions. IF YOU DO NOT COMPLETE AND SUBMIT THE AFFILIATE REGISTRATION FORM, YOU MAY NOT ADD THE MOBILEDIA SEARCH BOX TO YOUR WEB SITE.

 

1. Mobiledia Search Box and Services

1.1 Search Box and Services. Subject to the terms and conditions of this Agreement, Mobiledia provides you with access to the Services and a license to include the Mobiledia Search Box on your Web Site.

1.2 Your Obligations. Prior to adding a Mobiledia Search Box to your Web Site, you must complete and submit the Affiliate Registration Form providing accurate and complete information about you. You must also promptly update your information with Mobiledia from time to time to keep it accurate and complete. You are responsible for providing all hardware and software required performing your obligations under this Agreement, including but not limited to (a) implementing and maintaining your Web Site and (b) implementing and maintaining the interface between your Web Site and the Services.

1.3 Modification. Mobiledia may modify any of the terms and conditions contained in this Agreement at any time. If Mobiledia makes a material modification, Mobiledia will either notify you via e-mail or post a change notice on the Mobiledia Web Site. If you do not accept a modification, you may terminate this Agreement by giving notice of termination to Mobiledia and following the procedures in Section 6.2. If you do not give notice and continue to display the Mobiledia Search Box on your Web Site, you are considered to have accepted the modifications. Mobiledia may also discontinue any or all of the Services provided hereunder at any time upon written notice.

1.4 Attribution. The Mobiledia Search Box must conspicuously display the "Powered by Mobiledia" graphic (available at http://www.cellreception.com/add/) as well as the text "A Cell Phone Resource Site" indicating that the Services are provided by Mobiledia. The graphic and text must link to the Mobiledia site located at http://www.mobiledia.com or such other address as Mobiledia may designate from time to time during the Term.

 

2. Intellectual Property

2.1 Mobiledia Rights. As between you and Mobiledia, you acknowledges that Mobiledia owns all right, title and interest, including without limitation all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the Services (including Mobiledia's search technology, Mobiledia's database and catalog of reception comments, cell phone towers, and Mobiledia's Marks), and that you do not acquire any right, title, or interest in or to the Services (including Mobiledia's search technology, Mobiledia's database and catalog of reception comments, cell phone towers, and Mobiledia's Marks), except as expressly set forth in this Agreement. You must not (a) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Mobiledia Services, software, or documentation provided to you by Mobiledia; (b) remove, obscure, or alter Mobiledia’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any Mobiledia Services, software, or documentation; or (c) store or cache information obtained from the Services in any non-transitory manner. For purposes of this Agreement, "Mobiledia's Marks" means the Mobiledia corporate name, trade names, trademarks, service marks, logos, domain names and other distinctive brand features.

2.2 Use of Marks. Mobiledia hereby grants you a nontransferable, nonexclusive license during the Term to display Mobiledia's Marks for the purpose of promoting or advertising that you use the Services and for the purpose of fulfilling your attribution obligations under section 1.4 above. You hereby grant to Mobiledia a nontransferable, nonexclusive license during the Term to use your corporate and trade names, trademarks, service marks and logos ("Your Marks") to advertise that you are using the Services. Any use of Mobiledia's Marks is subject to the following Mobiledia Trademark Usage Guidelines:

Mobiledia may modify Mobiledia's Marks and the Mobiledia Trademark Usage Guidelines from time to time upon notice to you and Mobiledia will post such notice on the Mobiledia Web Site. Except as set forth in this Section 2.2, nothing in this Agreement grants or is deemed to grant to one party any right, title or interest in or to the other party's Marks. All of your use of Mobiledia's Marks (including any goodwill associated therewith) inures to the benefit of Mobiledia. You must not, at any time during or after the Term of this Agreement, challenge or assist others to challenge Mobiledia's Marks or attempt to register any marks (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to Mobiledia's Marks.

 

3. Warranties and Disclaimer

3.1 Disclaimer. MOBILEDIA MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR MOBILEDIA'S MARKS. THE SERVICES AND MOBILEDIA'S MARKS ARE DISTRIBUTED AND PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. MOBILEDIA DOES NOT WARRANT THAT THE SERVICES AND MOBILEDIA'S MARKS WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE RESULTS OBTAINED THROUGH USE OF THE SERVICES.

3.2 Warranties. You represent, warrant and covenant that: (a) all information that you provide in the Affiliate Registration Form is true and accurate; (b) you have read and agree to Mobiledia's Privacy Policy and Terms of Use; (c) you have full power and authority to enter into this Agreement; (d) you are performing, and will continue to perform, all of your obligations under this Agreement in accordance with applicable laws; and (e) your Marks, your Web Site and its content do not and will not (i) infringe any intellectual property rights of any third party, (ii) engage in or promote defamation, libel or obscenity, (iii) result in any consumer fraud, product liability, breach of contract to which you are a party or cause injury to any third party, (iv) promote violence or contain hate speech, (v) violate any applicable law, statute, ordinance, or regulations, or (vi) promote illegal activities.

4. Indemnification. You shall indemnify, defend, and hold Mobiledia harmless from any third party lawsuit or proceeding brought against Mobiledia based upon a claim that would constitute a breach of any warranty, representation or covenant made by you under this Agreement, including but not limited to any third party lawsuit or proceeding brought against Mobiledia based upon a claim that Your Marks, your Web Site or its content infringe any copyright, trade secret, trademark or other intellectual property right of such third party. Your indemnification includes (a) all attorney fees and costs associated with the defense of such a claim, (b) all damages and costs finally awarded, and (c) the full cost of any settlement you enter into. Mobiledia will (i) notify you of any such claim, (ii) provide you, at your expense, with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (to the extent you request such assistance or cooperation), and (iii) give you full control and sole authority over the defense and settlement of such claim, provided that you must not make any settlement or proffer any defense adverse to Mobiledia's interests without the prior written consent of Mobiledia. Further, you must not enter into any settlement or compromise of any such claim without Mobiledia's prior consent.

5. Limitation of Liability. IN NO EVENT IS MOBILEDIA LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THE INABILITY TO USE THE SERVICES, THE MOBILEDIA WEB SITE OR THIS AGREEMENT. THIS LIMITATION APPLIES EVEN IF MOBILEDIA WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. THE SERVICES ARE PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.

 

6. Term and Termination

6.1 Term. The term of this Agreement (the "Term") commences on the date you complete and submit the Affiliate Registration Form and continues in perpetuity, unless terminated as provided in this Agreement.

6.2 Termination. Mobiledia may change, suspend or discontinue all or any aspect of the Services, including their availability, at any time. In addition, either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if you engage in any action that reflects poorly on Mobiledia or otherwise disparage or devalue Mobiledia's Marks or Mobiledia's reputation or goodwill, as determined in Mobiledia's sole discretion. If you desire to terminate this Agreement, you must provide written notice to Mobiledia and remove all Mobiledia code and graphics from your Web Site.

6.3 Rejection of Application. Mobiledia may, in its sole discretion, reject any Affiliate Registration Form at any time and for any reason, and such rejection renders this Agreement null and void. Mobiledia is not liable to you for damages of any kind resulting from its decision to reject an Affiliate Registration Form.

6.4 Effect of Termination. Upon the termination of this Agreement for any reason (a) all license rights granted herein automatically terminate and (b) you must immediately delete any and all of Mobiledia's Marks and code from your Web Site.

6.5 Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 2.1, 3, 4, 5, 6 and 7 survive termination.

 

7. Miscellaneous

Any notice to Mobiledia required or permitted by this Agreement must be in writing and must be sent via email to Mobiledia.com. Notice hereunder is considered given upon receipt of the email by Mobiledia. You may not assign your rights or delegate your obligations under this Agreement without Mobiledia's prior written consent. This Agreement is not intended to benefit, nor give rise to any rights in, any third party. This Agreement is governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict of law principles. Any dispute or claim arising out of or in connection with this Agreement must be finally settled by binding arbitration in Howard County, Maryland under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with the rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties are independent contractors. Neither party is an employee, agent, partner or legal representative of the other for any purpose nor neither has any right, power or authority to create any obligation or responsibility on behalf of the other. Mobiledia's failure to require your performance of any provision hereunder does not affect the full right to require such performance at any time thereafter; nor does the waiver by Mobiledia of a breach of any provision of this Agreement constitutes a waiver of the provision itself. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be removed and the remaining provisions of this Agreement remain in full force and effect. This Agreement, and the exhibits hereto, constitute the entire agreement between the parties with respect to the subject matter hereof. This agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. Any amendments to this Agreement must be in writing and executed by duly authorized representatives of the parties.