End User License Agreement
This End User License Agreement, together with any documents they expressly incorporate by reference, (collectively, the ”Agreement”) is a binding agreement between you (”End User” or “you”) and Procter & Gamble Company or its affiliates, subsidiaries, assigns, successors, brands, licensors, licensees, and/or agents (”Company”). This Agreement governs your use of the Search Human Equalizer extension, including any content, functionality, and services offered on or through the extension (the “Extension”). The Extension is licensed, not sold, to you.
BY DOWNLOADING, INSTALLING, AND/OR USING THE EXTENSION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; (D) YOU UNDERSTAND THAT BY USING THE EXTENSION YOU MAY BE MODIFYING CERTAIN SEARCH RESULTS PROVIDED BY GOOGLE; AND (E) YOU HAVE ALL NECESSARY LICENSES, AGREEMENTS, PERMISSIONS, WAIVERS, APPROVALS AND/OR AUTHORIZATIONS TO DOWNLOAD, ACCESS, INSTALL AND USE THE EXTENSION, INCLUDING TO MODIFY SEARCH RESULTS PROVIDED BY GOOGLE. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET ANY OF THE FOREGOING REQUIREMENTS, DO NOT DOWNLOAD, INSTALL, OR USE THE EXTENSION AND DELETE IT FROM YOUR COMPUTER.
We may revise and update this Agreement from time to time in our sole discretion. If we materially change the Agreement, we will notify you through a notice on the Extension or by another method, prior to or upon the change(s) becoming effective. All changes are effective immediately when we post them, and apply to all access to and use of the Extension thereafter. Further,
we reserve the right to withdraw or amend the Extension, and any service or material we provide on the Extension, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Extension is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Extension, or the entire Extension, to End Users.
Your continued use of the Extension following the posting of revised Agreement means that you accept and agree to the changes. You are expected to check this page each time you access the Extension so you are aware of any changes, as they are binding on you. You are responsible for making all arrangements necessary for you to have access to these terms and ensuring that all persons who access the Extension through your Computer are aware of these terms and comply with them.
1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Extension for your personal, non-commercial use on the Google Chrome browser of a computer owned or otherwise controlled by you (”Computer”) strictly in accordance with this Agreement.
2. License Restrictions. You may use the Extension only for lawful purposes and in accordance with this Agreement. You agree not to use the Extension for any unauthorized use or for any illegal or unlawful purpose. Any unauthorized use or violation of this Agreement may immediately and automatically terminate your right to use and access the Extension and may subject you to legal liability. Appropriate legal action may be taken for any illegal or unauthorized use of the Extension. We may remove any unauthorized content, links, etc. without notice. Further you shall not:
(a) copy the Extension, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Extension;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Extension or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Extension, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Extension, or any features or functionality of the Extension, to any third party for any reason;
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Extension;
(g) violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
(h) transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
(i) impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
(j) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Extension, or which, as determined by us, may harm the Company or users of the Extension or expose them to liability.
(k) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
(l) otherwise attempt to interfere with the proper working of the Extension in any way.
3. Intellectual Property Rights. You acknowledge and agree that the Extension is provided under license, and not sold, to you. You do not acquire any ownership interest in the Extension under this Agreement, or any other rights thereto other than to use the Extension in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Extension, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Extension in breach of this Agreement, your right to use the Extension will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Extension not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
The Company name, logos, trademarks, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Extension are the trademarks of their respective owners.
5. Your contributions. The Extension may provide you with the ability to flag certain search terms or queries in order to allow the Company to modify the results of such search queries through the Extension. You understand and acknowledge that any queries or other content submitted by you are not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You hereby grant us an irrevocable, perpetual, world-wide license to use the queries and any associated ideas, content, and intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you. You represent and warrant that any search query, idea or content does not infringe on another party’s intellectual property rights, and that no other party has any rights thereto. You understand and acknowledge that you are responsible for any queries, ideas and content you submit through the Extension, and that you have full responsibility for such queries, ideas and content, including its legality, reliability, accuracy and appropriateness. We reserve the right to remove or refuse from the Extension any queries you provide for any or no reason in our discretion.
6. Geographic Restrictions. The Extension is provided for access and use only by persons located in the United States and Canada. You acknowledge that you may not be able to access all or some of the Extension outside of the United States and Canada and that access thereto may not be legal by certain persons or in certain countries. If you access the Extension from outside the United States and Canada, you are responsible for compliance with local laws.
7. Updates. Company may from time to time in its sole discretion develop and provide Extension updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Computer settings, when your Computer is connected to the internet either (a) the Extension will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Extension or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Extension and be subject to all terms and conditions of this Agreement.
9. Term and Termination.
(a) The term of Agreement commences when you download the Extension and will continue in effect until terminated by you or Company as set forth in this Section.
(b) You may terminate this Agreement by deleting the Extension and all copies thereof from your Computer.
(c) Company may terminate this Agreement at any time without notice if it ceases to support the Extension, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Extension and delete all copies of the Extension from your C and account.
(e) Termination will not limit any of Company’s rights or remedies at law or in equity.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE EXTENSION OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE EXTENSION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
12. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Extension or your breach of this Agreement, including but not limited to the content you submit or make available through this Extension.
13. Export Regulation. The Extension may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Extension to, or make the Extension accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Extension available outside the US.
14. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
15. Disputes; Governing Law.
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. IT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER. USING OR ACCESSING THE EXTENSION CONSTITUTES YOUR ACCEPTANCE OF THIS PROVISION.
To the extent permitted by law, the Agreement shall be governed by and interpreted in all respects in accordance with the substantive laws of the state of Ohio, U.S.A., without regard to its choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that except as specified herein, any disputes directly or indirectly arising out of or relating to the Agreement or the Extension shall be resolved exclusively in the state or federal courts located in Hamilton County, Ohio. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute.
The foregoing notwithstanding, you agree that Company, at its sole discretion, may require you to submit any disputes directly or indirectly arising out of or relating to the Agreement or the Extension exclusively to final and binding arbitration taking place in Cincinnati, Ohio under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding such Rules, however, such proceeding shall be governed by the laws of the state of Ohio, U.S.A. Any award in any arbitration initiated hereunder shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute.
YOU AGREE THAT YOU WAIVE ALL RIGHTS TO PARTICIPATE IN ANY CLASS ACTION. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER END USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
16. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXTENSION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any other terms, the terms of this Agreement shall govern.