Last Updated: September 10, 2009

Welcome to the Terms of Service Agreement (the "Terms") for Geodex.com, together with any other related Internet properties of Geodex, LLC and the content, software, technology, products and services available there (collectively, "Geodex Web"). The Terms describe the terms and conditions applicable to use of Geodex Web by its users, including you, and any other account holder, domain name owner or other user of Geodex Web (each a "User"). In order to use Geodex Web, you must read and accept all of the Terms, as well as the Geodex Privacy Policy. Please read the following Terms carefully before using Geodex Web or registering for an account to use Geodex Web (a "Geodex Account") so that you are aware of your legal rights and obligations with respect to Geodex.com, Geodex, LLC and any of their respective successors and assigns (collectively, "we", "us", "our" or "Geodex"). By using Geodex Web, you are agreeing to be bound by and comply with these Terms.

Please be aware that we have the right to change the Terms at any time, with or without notice to you, by posting amended Terms on this Geodex Web page. If you do not agree to these changes, then you must stop using Geodex Web, and if applicable, terminate your Geodex Account. If you do not stop using Geodex Web, then your use of Geodex Web will continue under the changed Terms. Your continued use of Geodex Web will indicate your agreement to be bound by the changed Terms. We recommend that you visit this web page periodically to review the most current Terms. 

Description of Services and Disclaimer

Geodex is a search engine using invaluable patent-pending technologies. Any new features or tools added to or that enhance the current Geodex Web services will automatically become part of Geodex Web and will be subject to these Terms. In using Geodex Web, you acknowledge and agree that Geodex Web may also include third party advertisements and marketing tools. 

Geodex Account Eligibility

If you are a minor under the age of 18, you are not eligible to register for a Geodex Account. In addition, eligibility to register for a Geodex Account is restricted to non-commercial users only, except as expressly permitted under the terms provided to you at the time of registration, and may not be used to further your own or any third party commercial ventures in the field of domain name parking or search engine development. 

Any violation of the Geodex Account eligibility terms may lead to a permanent suspension from Geodex Web and all related Geodex Internet properties. 

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No Use By Minors Under Age 13

If you are under the age of 13, you are not eligible to use Geodex Web. 

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Misrepresentation Prohibited

In using Geodex Web, you are agreeing that you will not misrepresent your identity or professional affiliations. Any information you provide in registering for a Geodex Account must be correct, truthful and to the extent possible, complete, in all respects. 

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Your Use of the Services and Geodex Account

Your use of Geodex Web is governed by the Terms. Geodex may suspend or remove you from Geodex Web without prior notice for any reason at its sole discretion.

In order to use portions of Geodex Web you may be required to register with Geodex to open a Geodex Account. As part of the registration process, you will be asked to enter a Logon ID and Password for your Geodex Account. You are responsible for maintaining the confidentiality of your Geodex Account, including your Logon ID and Password, and are fully responsible for all activities that occur under your Geodex Account with or without your knowledge. If you knowingly provide your Logon ID and Password information to another person, your Geodex Account privileges may be temporarily suspended or permanently terminated. Additionally, you are prohibited from selling, trading, or otherwise transferring (with or without consideration) your Geodex Account to another party. You agree to immediately notify Geodex of any unauthorized use of your Logon ID, Password or Geodex Account or any other breach of security. Geodex cannot and will not be liable for any loss or damage arising from your failure to comply with these Terms.

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Advertisers and Third Party Links

Your correspondence or business dealings with, or participation in promotions of, advertisers or other third parties found on or through Geodex Web, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely and entirely between you and the advertiser or other third party. You agree that Geodex will not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of the advertisers and third parties on Geodex Web. Geodex makes no warranties, representations or guarantees as to the accuracy, completeness or quality of any such promotions or service offers. 

Further, you understand and agree that Geodex Web, other Users of Geodex Web and third parties may provide links to other Internet sites or resources. Because Geodex has no control over any external sites and resources, you acknowledge and agree that Geodex is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Geodex will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. The risk of transacting with or visiting the websites of any such third parties is entirely with you. 

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Termination

You understand and agree that Geodex may, for any or no reason, immediately terminate your Geodex Account and access to Geodex Web without prior notice. Without limiting the generality of the immediately preceding sentence, your Geodex Account and your access to Geodex Web may be suspended and/or terminated if (a) you breach or violate these Terms, the Geodex Privacy Policy or any other applicable agreements or policies, (b) requested by law enforcement or other government or regulatory agencies, (c) you request this (self-initiated account deletions), (d) Geodex Web experiences unexpected technical issues or problems, (e) your Geodex Account has been inactive for an extended period of time and/or (f) you fail to pay any fees owed by you in connection with Geodex Web. You understand and agree that all decisions relating to Geodex Account terminations will be made at Geodex's sole discretion and that Geodex will not be liable to you or to any third-party for any suspension or termination of your Geodex Account or your ability to access any or all of Geodex Web. 

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User Conduct

In using and accessing Geodex Web and, if applicable, your Geodex Account, you agree that you will not, and that you will not encourage, solicit, assist or enable any third party to:

(a) Use Geodex Web for any unlawful purpose, including but not limited to conspiring to violate laws;

(b) Upload, post, email or otherwise make available through Geodex Web any domain name, URL, metadata or content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party or, if applicable, otherwise violates the Parking Rules described below;

(c) Directly or indirectly generate queries, referrals, or impressions of or clicks on any advertisement, search result or other links, through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software;

(d) Offer for sale or sell any domain name, property, good or service that (i) violates any applicable law or regulation, (ii) you do not have the full power or authority under all relevant laws and regulations to offer or sell, including all necessary licenses and authorizations, or (iii) Geodex determines, in its sole discretion, is not appropriate for Geodex Web;

(e) Upload, post, email or transmit unsolicited commercial email, "junk mail" or "spam";

(f) Upload, post, transmit or otherwise make available any content, or engage in communication, that is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including without limitation, any address, email, phone number or other contact or financial information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable, or that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

(g) Use Geodex Web for fraudulent purposes;

(h) Upload, post, transmit or otherwise make available any advertising materials that are improperly categorized or duplicative, or that are false, inaccurate, "bait and switch" the user, or otherwise violate any advertising, consumer protection or other applicable laws or regulations;

(i) Sell, lend, lease, trade, rent, barter, sublicense, assign, transfer, or grant rights in any manner to your Geodex Account, Logon ID or Password, including, without limitation, on or through the use of any third party web site or service;

(j) Copy any part of Geodex Web (other than as permitted under United States copyright laws) without the express permission of Geodex, remove any proprietary notices from Geodex Web or any copy thereof without the express permission of Geodex, or cause, permit or authorize the modification, creation of derivative works, or translation of Geodex Web without the express permission of Geodex;

(k) Attempt to recompile, reverse engineer, disassemble, modify, hack or otherwise extract the source code or other technology from Geodex Web;

(l) Harvest or collect any information about or regarding other Geodex Account holders, including, without limitation, any personal data or information, for purposes in violation of the Terms;

(m) Upload, post, email or otherwise transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(n) Upload or post non-local or otherwise irrelevant content, repeatedly post the same or similar content, or otherwise place an unreasonable or disproportionately large load on, interfere with or disrupt Geodex Web or servers or networks connected to Geodex Web, or disobey any requirements, procedures, policies or regulations of networks connected to Geodex Web;

(o) Promote or provide instructional information about illegal activities, stalk, harass or promote physical harm or injury against any group or individual, or harm minors in any way;

(p) Take any steps to interfere with or in any manner compromise or circumvent any of Geodex' privacy or security measures;

(q) Allow usage by others in such a way as to violate these Terms, the Geodex Privacy Policy or any other applicable agreements or policies in effect from time to time, or;

(r) Use Geodex Web for any commercial purpose or for the benefit of any third party or in any manner not expressly permitted by the Terms, or otherwise exceed the scope of Geodex Web that you have signed up for (i.e., by accessing and using services that you do not have a right to use under the applicable Terms).

Should any content or any User or other party be found or reported to be in violation of the preceding or any other Terms, the determination as to what, if any, action should be taken will be at Geodex' sole discretion, subject to any requirements of applicable law.

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User Posted Content

In the course of using Geodex Web, Users may have the ability to post content and materials, including in customized search widgets, search results, landing pages and other services known as Geodex Services, that may be visible to certain other Users (see the Geodex Privacy Policy to learn more about information collected on or through Geodex Web). You understand and agree that all information, data, text, software, photographs, graphics, video, messages, goods, products, services or other materials (referred to in this section n individually and collectively as "content") are the sole responsibility of the person from which such content originated. This means that you, and not Geodex, are entirely responsible for all content that you upload, download, post, email, transmit or otherwise make available via Geodex Web. Geodex does not control the content posted via Geodex Web, and, as such, does not guarantee the accuracy, completeness, integrity or quality of such content. 

While Geodex has the right to monitor activity and content associated with Geodex Web, we are not obligated to do so. Without limiting the generality of the preceding sentence, you acknowledge and agree that while Geodex may use certain automated filters and other tools to categorize, arrange and optimize Geodex Web content, Geodex does not otherwise pre-screen or control content – however, Geodex and its designated agents have the right (but not the obligation) at their sole discretion to refuse or remove any content from inclusion in Geodex Web at any time. You understand and agree that in using Geodex Web, you may be exposed to content, or receive communications from Users or other third parties, that you find offensive, indecent or objectionable. You can contact us to let us know of content or communications that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating Geodex Accounts. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will Geodex be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to, any content posted, emailed, transmitted or otherwise made available via Geodex Web. 

In posting any content, you represent you have all rights necessary to post such content without violation of any intellectual property or other rights or any laws or regulations. You further understand and agree that by uploading or posting content on Geodex Web or otherwise providing content to Geodex, including without limitation, content, suggestions or other materials you submit to Geodex or through Geodex Web, you are granting to Geodex a world-wide, royalty-free, non-exclusive license to use, reproduce, publish, translate, modify, adapt and distribute that content (in whole or in part) for use in connection with or related to Geodex Web for the full term of any copyright that may exist in such material, and that the foregoing license includes a right for Geodex to make such material available to third parties with whom Geodex has business relationships, in each case without any compensation or obligation to you, subject to the Geodex [HYPERLINK: Privacy Policy]. You hereby further grant Geodex the right to edit, copy, publish and distribute any content made available on or through Geodex Web by you. You also permit any other third parties to access, view, store or reproduce any content or links posted by you, subject to the Terms. You understand that the technical processing and transmission of Geodex Web, and content you have submitted through Geodex Web, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that Geodex cannot and does not guarantee the identity of any other third party with whom you may interact in the course of using Geodex Web. Additionally, we cannot and do not guarantee the authenticity of any data that Users may provide about themselves, or any property, goods or services. You agree that you must evaluate, investigate and bear all risks associated with transacting with a third party, including any reliance on the accuracy, completeness or integrity of content provided by the third party. 

Although any content posted on Geodex Web will generally be purged at the end of the applicable contract term (as extended by any renewal term), you acknowledge and agree that Geodex may preserve content, and may also disclose content, including personally identifiable information (notwithstanding the Geodex Privacy Policy) if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms or any other applicable agreement or policy; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Geodex, its Users and the public. Without limiting the generality of the foregoing, Geodex may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize Geodex to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.

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Linking, Framing and Use of Automated Processes

You may create a hyperlink to Geodex Web provided you do not remove or obscure the copyright notice or other proprietary notices on Geodex Web. You may not use a Geodex logo or other proprietary graphic or stylized trademark of Geodex to link to Geodex Web without the express written permission of Geodex. 

Under no circumstances may you "frame" Geodex Web or any of its content, copy portions of Geodex Web to a server, or use manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in Geodex Web, in each case without the express written permission of Geodex; provided that the foregoing restrictions generally will not apply to automated processes used solely for indexing and hyperlink purposes by general purpose search engines or for indexing and archiving purposes by non-commercial public archives. 

You further agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses. 

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Special Warning for International Use

Recognizing the global nature of the Internet, you further agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. You further acknowledge that any software that may be available or provided to you on this website may contain technology that is subject to strict controls pursuant to export control laws and regulations of the United States of America and other countries and jurisdictions. You hereby agree that you will not transfer or export such software in violation of any such applicable export laws and regulations. 

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Indemnification

By accepting these Terms, you agree to indemnify and otherwise hold harmless Geodex, its directors, officers, employees, agents, subsidiaries, affiliates and other partners from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including reasonable attorneys' fees) due to or arising from (a) your use of Geodex Web, (b) your violation of the Terms or any rights of another, (c) unauthorized access to or alteration of your communications with or through Geodex Web, (d) any breach of contract or other claims made by Users or third parties with which you transact through or outside of Geodex Web; (e) your breach of any applicable privacy, disclosure or consumer protection laws; and/or (f) any other matter relating to Geodex Web, whether you are a registered User or not. You further acknowledge and agree that any business transactions or other relationships that may arise between you, other Users and/or any third parties from your and their use of Geodex Web are the sole responsibility of you, the other Users and any third parties involved. You understand that you must conduct your own investigations before and throughout the course of any financial, business or other transaction you engage in with any other User or third party. 

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Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF Geodex WEB IS AT YOUR OWN RISK AND THAT GEODEX WEB IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GEODEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GEODEX MAKES NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE INFORMATION MADE AVAILABLE THROUGH GEODEX WEB BY ANY USER OR THIRD PARTY, AND GEODEX EXPRESSLY DISCLAIMS ALL LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF ANY USE, REFERENCE OR RELIANCE ON SUCH INFORMATION. YOU AGREE THAT YOUR INTERACTIONS AND TRANSACTIONS WITH ANY USER OR OTHER THIRD PARTY ARE AT YOUR SOLE RISK. 

GEODEX MAKES NO WARRANTY THAT (i) ANY DOMAIN NAME PARKED ON GEODEX WEB WILL BE VISITED, OR THAT GEODEX WEB WILL OTHERWISE MEET YOUR REQUIREMENTS, (ii) GEODEX WEB WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF GEODEX WEB WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH GEODEX WEB WILL MEET YOUR EXPECTATIONS, (v) GEODEX WEB AND/OR THE SERVER THAT MAKES SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS, AND (vi) ANY ERRORS IN GEODEX WEB OR ITS CONTENT WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF GEODEX WEB IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GEODEX OR THROUGH OR FROM GEODEX WEB WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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Limitations on Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GEODEX WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GEODEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY MATTER RELATING TO GEODEX WEB.

YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH GEODEX WEB IS TO TERMINATE YOUR GEODEX ACCOUNT, DISCONTINUE ANY USE OF THIS SITE AND CEASE USE OF THE SERVICES AND GEODEX WEB.

NOTWITHSTANDING ANY OTHER PROVISION OF THE TERMS, YOU AGREE THAT IN NO EVENT WILL GEODEX' CUMULATIVE LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO GEODEX WEB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100, OR (B) THE AGGREGATE AMOUNT OF SERVICE FEES ACTUALLY COLLECTED BY GEODEX FROM YOU FOR THE GEODEX SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

THE LIMITATIONS OF LIABILITY PROVIDED IN THE TERMS INURE TO THE BENEFIT OF US, OUR AFFILIATES AND ALL OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

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Disclaimer of Relationship

You acknowledge that no joint venture, partnership, employment, affiliate or agency relationship exists between you and Geodex or its authorized agents or contractors as a result of your agreement to the Terms or your use of Geodex Web. Unless otherwise specifically provided pursuant to a separate written agreement between you and Geodex, you agree not to hold yourself out as a representative, agent, affiliate or employee of Geodex and that none of Geodex, its authorized agents or its contractors shall be liable for any representation, act or omission by you. 

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Geodex's Proprietary Rights and Trademarks

Geodex Web is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You acknowledge and agree that Geodex Web may contain other proprietary information that is protected by patent, trade secret and other applicable laws governing intellectual property, proprietary and similar rights, and any unauthorized use of Geodex Web may violate such laws and these Terms. Except as expressly provided in these Terms or in any separate written license agreement (whether posted on a site page, click wrap or otherwise made available), Geodex and any of its third party providers do not grant any express or implied rights to use Geodex Web or any of the software, technology, content, products or services therein. You are advised that Geodex will aggressively enforce its intellectual property rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) to the fullest extent of the law.

You agree that all of Geodex's trademarks, trade names, service marks and other Geodex logos and brand features, and product and service names, including but not limited to the Geodex™, G Geodex ™ and RELEVANCE MATTERS™ marks (each, a "Mark"), are trademarks and the property of Geodex or one of its affiliates and may not be used except as expressly permitted by these Terms or under the terms of a separate written agreement with the Mark owner. 

Copyright Policy

You acknowledge and agree that you may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights, and the burden of determining that any material is not protected by copyright, trademark or similar rights rests with you. You are solely liable for any damage resulting from any infringement of copyrights, trademark or other proprietary rights, or any other harm resulting from such a posting, distribution or reproduction.

Without limiting the foregoing, if you believe that your work has been copied and posted on Geodex Web in a way that constitutes copyright infringement, please follow the procedures stated in our DMCA policy, the terms of which are incorporated into these Terms by reference.

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Geodex Privacy Policy

All User information submitted to register a Geodex Account, or to contact or provide feedback to us or other Users, and certain other information about you that may be collected by or through Geodex Web, is subject to our Privacy Policy, the terms of which are incorporated into the Terms by reference. However, Geodex makes no warranties, representations or guarantees regarding the privacy of information you provide to or through Geodex Web, including without limitation information made available to other Users and third parties.

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Modification or Termination of Geodex Web

Geodex reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, Geodex Web (in whole or in part) with or without notice to you. You agree that Geodex will not be liable to you or to any third party for any modification, suspension or discontinuance of Geodex Web. 

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Entire Agreement

These Terms constitute the entire agreement between you and Geodex and govern your use of Geodex Web, superseding any prior agreements, oral or written, between you and Geodex (including any prior versions of the Terms). 

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Governing Law/Venue

The Terms between you and Geodex will be governed by and construed in accordance with the laws of the State of North Carolina without regard to principles of conflict of laws. You and Geodex agree to submit to the personal and exclusive jurisdiction of state and federal courts located within North Carolina. 

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General Information

The section titles of the Terms are displayed for convenience only and have no legal or contractual effect. The failure of Geodex to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms or any incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should attempt to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Notices to you may be made via either email or regular mail. Geodex may also provide notices of changes to the Terms, additional terms of service or other matters by displaying notices or links to notices to you generally on or through Geodex Web. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement.

We may assign our rights and delegate our obligations under these Terms, in whole or in part, at any time with or without notice to you. You may not assign any of your rights or delegate your obligations under these Terms to any other person. Any attempt by you to do so is void. You further understand and agree that your Geodex Account is non-transferable by you and any rights to your Logon ID, Password or other contents of your Geodex Account terminate upon your death. 

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Geodex Web or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Please send any questions or comments, or report violations of the Terms to us by email. 

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ADDENDUM FOR CERTAIN Geodex SERVICES

The following additional Terms apply specifically to users of any parking, hosting and/or forwarding services of Geodex Web.

Geodex Communications and Updates

In the course of providing you with Geodex Web, Geodex may need to communicate with you via email (see our Privacy Policy to learn more about our communications). You agree to receive emails that are specific to your Geodex Account and necessary for the normal functioning of Geodex Web. You further agree to receive updates to Geodex Web software and services (and that Geodex may provide these updates to you), which may take the form of bug fixes, enhanced functions, new software modules and completely new versions, as part of your use of Geodex Web.

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Geodex Paid Services

Although many Geodex Services are provided without charge, for non-commercial purposes only, some Geodex Web Services may be made available as part of a paid service ("Geodex Paid Services"). You are not permitted to deliberately attempt to access the Geodex Paid Services without paying the applicable service fees. Any attempt to do so is a breach of these Terms and may also violate applicable law. You understand and agree that any additional fee policies that are disclosed or provided to you at the time you register for a Geodex Account, or initiate or renew any Geodex Paid Services, are deemed part of and are incorporated into these Terms by reference. 

All payments for Geodex Paid Services must be made in U.S. Dollars and paid by major credit card unless you have entered into other payment arrangements by satisfying all information and other requirements set by Geodex.

Geodex requires that you provide current, complete and accurate payment method, billing, taxation and contact information for your Geodex Account in order to use Geodex Paid Services. If any of your information changes, you agree to promptly notify Geodex of the changes. Further, if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential security breach, such as unauthorized disclosure of your Logon ID or Password, you must promptly notify Geodex. If you fail you to provide or promptly update your Geodex Account information and/or selected payment method, you agree that Geodex may continue to charge you for your right to use the Geodex Paid Services until you have cancelled your subscription or Geodex Account (in any manner reasonably required by Geodex). If Geodex does not receive payment from your selected payment provider, you agree to pay all amounts due on your Geodex Account upon demand. In order to initially provide or modify your Geodex Account billing and contact information, or to change your selected payment method, please login to your Geodex Account and visit Geodex Web Account Settings Page. 

Some of the Geodex Paid Services are offered on a revenue-sharing basis ("Revenue Share Services"). Subject to your complete compliance with the Terms, if you subscribe to any Revenue Share Services, you will be eligible for a commission based on from the total revenue, if any, generated by Geodex Web from your Parked Assets, excluding any traffic that we (or our third party providers) deem to be fraudulent. This commission will be payable in U.S. Dollars (USD) only. 

Currently, Geodex offers four pay-out options for Revenue Share Services: PayPal, direct deposit, check or wire. For PayPal, check and direct deposit the minimum payout is $25. For international wire transfers the minimum payout is $500. Revenue Share Services will normally otherwise be paid out (subject to the minimum payout requirements) within 5 working (Non-United States Holiday) business days after the end of each calendar month of subscription. 

As a condition to receiving any commissions from Geodex for the Revenue Share Services, you must have submitted complete and correct payment information and a complete and verifiable IRS form W-8 for tax reporting. In the event we determine that any of your payment or tax reporting information is incomplete or incorrect, Geodex may withhold payment until you have corrected all problems to our reasonable satisfaction. 

You understand and agree that will not be paid for any traffic that has been generated fraudulently, in violation of these Terms, including but not limited to in violation of the Parking Rules stated below. 

Some of the Geodex Paid Services consist of an initial contract term, for which there is a one time charge, followed by recurring periodic charges, as agreed by you at the time you subscribe ("Pay-Per-Use Services"). By subscribing to the Pay-Per-Use Services, you acknowledge this initial and recurring payment feature and you accept responsibility for paying all recurring charges for periods commencing prior to your cancellation or termination of your Pay-Per-Use Services. Geodex MAY SUBMIT PERIODIC CHARGES FOR PAYMENT WITHOUT FURTHER AUTHORIZATION FROM YOU, UNLESS AND UNTIL YOU PROVIDE PRIOR NOTICE (IN SUCH FORM AS REASONABLY REQUESTED BY Geodex) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE Geodex REASONABLY COULD ACT. In order to cancel or modify your Pay-Per-Use Services or to change your selected payment method, please login to your Geodex Account and visit Geodex Web Account Settings Page. 

Any Pay-Per-Use Services will generally be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rates. If you cancel your Pay-Per-Use Services before the end of the contract term, you may generally continue to use your Pay-Per-Use until the end of the active contract term, unless you choose to remove your Parked Assets or cancel your Geodex Account, which you may do through your Geodex Account Settings Page or by writing your request to Geodex. Once the active contract term expires, your Pay-Per-Use Services will not be automatically renewed. However, you will not be eligible for a refund, in whole or in part, of any portion of the fee paid for your final active contract term.

Subscribers of Pay-Per-Use Services may request a full refund only within the first 24 hours after subscribing, subject to a 10% cancellation fee, which may be waived by Geodex at its sole discretion. Any refund requests must be sent in an email from the purchaser to Geodex and received by Geodex within that first 24-hour period. Please note we are unable to accept phone calls indicating your desire to cancel - all inquiries must be made in writing by e-mail. Subject only to applicable law, there are no refunds for the Geodex Paid Services after the first 24 hours. 

There is no refund under any circumstance for any Geodex Paid Services if your Geodex Account is cancelled or your Parked Assets are removed from Geodex Web by Geodex for violating the Terms. 

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Parking Rules

In submitting any domain name, URL, website or other Internet property (each, a "Parked Asset") to Geodex Web for parking, forwarding and/or hosting or related services, you represent, warrant and covenant that:

(a) You are the rightful owner (or expressly authorized licensee) of the Parked Assets and that no intellectual property rights would be infringed by your use of the Parked Assets with Geodex Web.

(b) None of your Parked Assets, nor any content or metadata available there (including any customized content you make available through any Geodex Web tools), involve, promote or refer to:

• Pornography or other adult-content

• Prostitution

• Excessive vulgarities

• Automatic or other illegal weaponry, ammunition, fireworks or explosives

• Illegal drugs and drug-related paraphernalia

• Defamatory, libelous or other materials that are invasive of another person's privacy

• Threatening materials, or other material that advocates hatred or violence against any individual or group

• Selling or promoting the sale or distribution of body parts or bodily fluids

• Hacking, surveillance, interception or descrambling equipment

• Terrorism

• Unlawful gambling

• Distribution of Internet viruses, worms, Trojan horses or similar destructive activities;

• Advocating or promoting rape, torture, pedophilia, necrophilia, incest or bestiality

• Trademarks, copyrights, trade secrets, personal names or business names of any third party without such party's express written consent, other than as permitted by law

• Selling or promoting the sale or distribution of counterfeit, fraudulent, pirated or stolen items

• Activities designed to harm, abuse or take advantage of minors in any way 

• Selling or promoting the sale or distribution of prescription medication without a valid prescription

• Selling or promoting the sale or distribution of products from any regions countries or entities subject to embargo programs administered by Treasury's Office of Foreign Assets Control including: Cuba, Iran, Burma (Myanmar) or most of Sudan, Western Balkans; Belarus, Cote d'Ivoire, Democratic Republic of the Congo, Iraq (for cultural property), Liberia (Former Regime of Charles Taylor), Sierra Leone, Syria, Zimbabwe, and Persons Undermining the Sovereignty of Lebanon or its Democratic Processes and Institution

• Content or subject matter that violates United States law, or the laws of any other jurisdiction in which you are located or conduct business, or that is patently objectionable or otherwise violates the Terms or other Geodex policies in effect from time to time, or any applicable policies of any of Geodex's third party providers of advertising and marketing services. 

(c) You will not, and you will not encourage any other party to:

• click on advertising links displayed on your own Parked Asset, nor ask friends, family, employees, colleagues or others to do so;

• entice or provide incentives for visitors to click on advertising links on your Parked Assets;

• re-direct traffic to your Parked Assets from other domain names, traffic originating from advertising and purchased traffic such as pop-under or exit traffic. Each domain name must be parked separately;

• display your Parked Assets as a pop-under or pop-up window without Geodex's prior written approval;

• categorize your Parked Assets in unrelated or misleading categories;

• submit advertising keywords that are unrelated to the subject area of the Parked Asset (if applicable);

• force "exit traffic" (such as by requiring a user to enter a search term in order to exit a web page);

• generate traffic to your Parked Assets or solicit clicks on advertising links on or to your Parked Assets by any of the following methods: listings on blogs, newsgroups, social networking sites or discussion boards (except to the extent necessary to legitimately sell or auction off your Parked Asset), bulk emailing, ICQ postings, or chat room/IRC postings, iframes, zero pixel frames, hitbots, clickbots, spiders, CGI scripts, java-scripts, or any other automated process or similar method;

• mislead Users into believing that clicking on a text link or search box will lead to anything other than a search result on your Parked Asset.

(d) You will remain responsible for, and accept and assume all liability for any and all claims, actions, demands, costs, damages, losses or harm caused by the use of your Parked Assets, whether through your request or use of Geodex Web, or otherwise.

You understand and agree that Geodex merely provides geographically-relevant search engine services for Parked Assets on Geodex Web, and makes no effort to edit, control, monitor or restrict the content of data or metadata related to Parked Assets, other than to the minimum extent necessary to provide these services. Accordingly, Geodex has no control over the search results, links or content available at your Parked Assets. Notwithstanding the foregoing, Geodex explicitly reserves the right and sole discretion to:

• Censor or remove any Parked Asset that Geodex, in its sole discretion, deems to be objectionable or inappropriate;

• Review Parked Assets for excessive space and bandwidth utilization, abnormal usage patterns or excessive memory or CPU consumption, and to terminate, or apply additional fees to, any Geodex Accounts for Parked Assets exceeding permitted levels of activity;

• Modify Geodex Web pricing and commission schemes through email notification;

• Terminate or suspend your Geodex Account or your use of Geodex Web for your Parked Assets for non-payment of Geodex Paid Services, engaging in actual or suspected "click fraud", and any other activities whether lawful or unlawful that Geodex determines, in its sole discretion to be harmful to or threaten its other customers, operations, or reputation;

• Terminate or suspend your Geodex Account or your use of Geodex Web for your Parked Assets if any Parked Asset (or its content or metadata) result in, or are the subject of, legal action or threatened legal action, against you or Geodex (or any of its affiliates or partners), whether or not any such action or threatened action is with or without merit;

• Terminate or suspend your Geodex Account or your use of Geodex Web for your Parked Assets for any other violation of the Terms

• Permanently ban you and/or any or all of your Parked Assets from Geodex Web

• Withhold or reclaim any funds, on behalf of Geodex or its third party providers, whether or not already paid or pending payment, which might result from any traffic suspected by Geodex or its third party providers to be generated fraudulently, in violation of these Terms, for a period of as much as one year in order to ascertain if there really has been fraud, and permanently if it is determined that fraud did occur. You agree that the decision as to whether there is or is not fraud shall be decided by Geodex and/or its third party providers in its and their sole discretion.

You agree to indemnify and hold harmless Geodex for any issues arising out of or relating to your use of Geodex Web for your Parked Assets, including, but not limited to, actions Geodex chooses to take to remedy your improper or illegal use of a Parked Asset. You agree that you will not be entitled to a refund of any fees paid to Geodex if, for any reason, Geodex takes corrective action with respect to any use of your Parked Assets alleged to be inappropriate or unlawful or that Geodex determines to violate these Terms.