Terms and Conditions

1. General

1.1. This Terms and Conditions Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's use of the Webfeed web service ("Service") provided by FeedDirect. As used in this Agreement, "We" means FeedDirect, "You" means the applicant, "Site" means any means for viewing the links electronically, including, but not limited to World Wide Web Sites, intranets or extranets, "Links" means the links, headlines, source names, and associated data delivered by FeedDirect as a part of the Service, "Publishers" refers to the creators of the articles to which We link, and “Google” refers to Google, Inc., which is a licensor of advertising services within the Links to FeedDirect.

1.2. There are no exceptions to the following terms and conditions; notwithstanding the date You may have integrated the Links (formerly under control of Moreover Technologies, Inc.), without written permission from FeedDirect.

1.3. The Service is advertising-supported and is only available to organizations that present the feeds exactly as delivered by FeedDirect.

2. Use of service

2.1. You acknowledge that the Service contains links, descriptions and other material (collectively, the "Links") that are protected by copyright, trademark or other proprietary rights of FeedDirect and third-party content providers.

2.2. You may not modify any of the Links, in whole or part. Specifically, You must display the Links as headline hyperlinks that connect via a FeedDirect URL to the corresponding full-text article or advertisement at the location where the article or advertisement is published. The Links will only display each headline during the day or days such headline appears on the Publishers' Sites and You may not otherwise display such headlines on Your Site at any other time. You shall not be entitled to frame an article or advertisement from a Publisher's Site or any part thereof within the Your Site and You shall ensure at all times that each of the Links on Your Site, when clicked, will not open in a frame. You agree that You will at all times conspicuously designate the Publisher as the source of the news content.

2.3. You may not copy, publish, transmit, reproduce, distribute, redistribute, display, or in any way exploit any of the Links, in whole or in part, except as expressly permitted in this Agreement.

2.4. You may not sell, license, sublicense, assign, transfer or otherwise economically exploit any of the Links, in whole or in part, to any party regardless of that party's commercial status.

2.5. You may reproduce the Links on pages not powered directly by FeedDirect provided, however, that the text of the headline and the link through the FeedDirect domain remain unmodified, and the source attributed remains intact. You are not authorized to copy the text from any article or advertisement without the express permission of the Publisher.

2.6. You may write commentary around the Links, and sell advertising on the page that contains the Links but You shall be solely liable if such commentary and/or advertising violates or infringes on the rights of any Publisher.

2.7. The Links may not be used on Sites that We determine to be unsuitable. Unsuitable Sites include those that:

• promote sexually explicit materials.
• promote violence and/or illegal activities.
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• modify the names of Publishers or fail to give proper source attribution without Publisher permission.
• otherwise violate intellectual property rights.

2.8. FeedDirect Intellectual Property
The Links on the Service contain a link to the original Publishers' Sites via an intermediate link through the FeedDirect domain. You may not delete, disable, modify or hide this intermediate link to the FeedDirect Site.

2.9. You agree to permit FeedDirect to display Your Site's name, logo and URL on its Web Site, in marketing and reporting literature, profile application, and any other advertising.

2.10. You agree to disclaim, to the extent permitted by applicable law, Google’s liability for any damages, whether direct, indirect, incidental or consequential, arising from access to or use of the Service.

2.11. You agree to disclaim all warranties with respect to the Service.

3. Responsibility for Your Site

3.1. FeedDirect is an independent provider of links to news articles and advertisements. You are responsible for taking all reasonable precautions to ensure that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).

3.2. The Service contains links to Sites on the Internet that are owned and operated by Publishers (the "External Sites"). You acknowledge that FeedDirect is not responsible for the availability of any External Site. You should contact the Site administrator or Webmaster for those External Sites if You have any concerns regarding such links or the Links located on such External Sites.

3.3. While We will make commercially reasonable efforts to maintain the currency, accuracy and availability of the Service, We make no representation that the operation of the Service will be uninterrupted or error-free, and We will not be liable for the consequences of any interruptions or errors. You will be solely responsible for the development, operation, and maintenance of Your Site.

3.4. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Service, even if We have been advised of the possibility of such damages. Further, You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the use of the Service on Your Site other than in accordance with the terms and conditions of this Agreement.

3.5. 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. IN SUCH STATES, THE LIABILITY OF FeedDirect, THE PUBLISHERS, THIRD PARTY LINKS PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. Reasonable Access

In the interests of performance to FeedDirect's entire user base, You agree to access the Service a maximum of once an hour for any single feed via any method other than JavaScript via a referring page. If You are using a program that cycles through a list to grab more than one feed, there must additionally be at least 1 minute between each individual call to the Service. FeedDirect reserves the right to block Your access to the Service if You are using it in excess of this provision or otherwise unreasonably within the sole discretion of FeedDirect.

5. Terms

5.1. The Links available through the Service are delivered in accordance with the terms of a License Agreement. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. We may also choose to use commercially reasonable efforts to notify all users under this Agreement via any email addresses You provide to FeedDirect. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED UTILIZATION OF THE SERVICE FOLLOWING ANY CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

5.2. FeedDirect reserves the right, at its sole discretion, to restrict, suspend or terminate Your access to all or any part of Links on the Service at any time for any reason without prior notice or liability.

6. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

7. Miscellaneous

This Agreement shall be construed in accordance with the laws of the State of California. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this agreement and any additional terms and conditions posted on the Service, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. In any legal action brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and fees, including attorney fees.

Google, Inc. is a third party beneficiary of this Agreement. As such, You further agree to the following:

1. Google disclaims, to the extent permitted by applicable law, any liability for any damages, whether direct, indirect, incidental, or consequential arising from Your access to or use of the Service (including, without limitation, any and all advertisements provided therein).
2. Google disclaims all warranties with respect to the Services (including, without limitation, any and all advertisements provided therein), including without limitation warranties for merchantability, fitness for particular purpose, and non-infringement.
3. You agree that Google may audit Your Site’s use of the Service to ensure compliance with the requirements set forth herein upon reasonable notice and during a time not to unreasonably interfere with Your Site’s operation.
4. You shall not:
1. edit, modify, filter or change the order of the information contained in the advertisements without Google’s prior written consent, including, but not limited to commingling the advertisements with other non-Google provided advertising;
2. frame any Web page which may be accessed by clicking on any portion of an advertisement (“Advertiser Page”);
3. redirect a visitor to Your Site away from the Advertiser Page, provide a version of the Advertiser Page different from the page a Site visitor would access by going directly to the Advertiser Page or intersperse any content between an advertisement link and the Advertiser Page;
4. display any advertisement within the Service to any third parties other than visitors to Your Site;
5. minimize, remove or otherwise inhibit the full and complete display of any advertisement, and the corresponding Web Pages and/or Advertiser Pages accessed by clicking on any portions thereof;
6. directly or indirectly generate clicks on advertisements through any automated, deceptive or other fraudulent means (including, but not limited to, click spam, robots, macro programs, and Internet agents); or
7. encourage or require visitors to Your Site or other persons, either with or without their knowledge, to click on an advertisement through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent
5. Google Rights. Google shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to the advertisements (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, documentation, and Google Brand Features (as defined below), some, but not all, examples of which are located at: http://www.google.com/permissions/trademarks.html (or such other URL Google may provide from time to time). You shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted herein are deemed withheld. You shall not: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service, any Google Brand Features, or any other Google technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (ii) remove, deface, obscure, or alter Google's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Service, any Google Brand Features, or any other Google technology, software, materials and documentation; (iii) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from the Service (including, but not limited to, advertisements, or any part, copy or derivative thereof; (iv) sell, lease or use for timesharing, service bureau or other purposes not expressly authorized by this Agreement the Service or access thereto (including, but not limited to advertisements, or any part, copy or derivative thereof); (v) directly or indirectly access, launch and/or activate the Service through or from any software application or means other than the Site; (vi) engage in any action or practice that reflects poorly on Google or otherwise disparages or devalues the Google Brand Features and/or Google’s reputation or goodwill; or (vii) create or attempt to create a substitute service or product through use of the Service or proprietary information related thereto.
6. License Grants; Brand Features. Google grants solely to You a nonexclusive and nonsublicensable license during the term when You use the Service at Your Site (“Services Term”) to display Google Brand Features solely for the purposes of displaying advertisements within the Service. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive Brand Features of each party, respectively, as secured by such party from time to time. You grant to Google a nonexclusive and non-sublicensable license during the Services Term to include Your Site’s name and logo in presentations, marketing materials, customer lists, and Web Site listings of customers, each instance of which to be subject to Your written consent. Each party will submit all materials of any kind containing the other party’s Brand Features (other than in customer lists) to the other party for approval prior to release to the public. Furthermore, You agree to adhere to Google’s then current Brand Feature use guidelines, and any content contained or referenced therein, which may be found at the following URL: http://www.google.com/permissions/guidelines.html (or such other URL Google may provide from time to time). Except as set forth in the Agreement, neither party acquires any right, title or interest in or to the other party's Brand Features. All use by Google of Your Brand Features (including any goodwill associated therewith) shall inure to the benefit of You and all use by You of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of Google. At no time shall one party challenge or assist others to challenge the Brand Features of the other party (except to protect such party’s rights with respect to its own Brand Features) or the registration thereof by the other party, nor shall either party attempt to register any Brand Features or domain names that are confusingly similar to those of the other party.
7. You agree to comply with any specifications for implementation and technical requirements as may be provided by Google from time to time.
8. You agree not to display any of Google’s Brand Features or Google attribution of any kind to indicate that Google is providing the advertisements except as may appear within the Service.
9. You agree not to otherwise use or display any Google Brand Features (for example, in marketing materials) without Google’s prior written consent.
10. You agree not to display advertisements as provided within the Service within any toolbar, software, client side application, or any downloadable application.
11. You agree that Google does not have to provide You with access to any administrative console or other online reporting tool. You agree that any information, content, technology or other materials provided to You by Google are the confidential and proprietary information of Google and its licensors. You may not use such confidential information for any reason other than to display advertisements as described herein nor disclose any such confidential information to any third party.
12. You agree that Google shall have no reporting, support or monetary obligations to You as part of Your use of the Service.