Thank you for your interest in testing the new HoveringButtons toolbar!
Please read these terms carefully. They govern your testing and use of the beta version of the "HoveringButtons™" toolbar.
BY EITHER (1) CLICKING THE "GET THE CODE" BUTTON FOR THE HOVERINGBUTTONS AND/OR BY (2) INSTALLING AND USING HOVERINGBUTTONS, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS.
If you do not agree, you may not download, use or test the HoveringButtons.
1. ABOUT THESE TERMS. These terms (the "Terms") serve as an agreement between you, the user of the HoveringButtons, whether you are an individual or entity, and ShareThis, Inc. and its affiliates (collectively, "we" or "us"), the provider of the HoveringButtons. The HoveringButtons is a proprietary web-based toolbar technology that may be used on publisher Web sites (the "Service"). We may change the Terms from time to time. In the event we make changes to the Terms, we will make an updated copy available at HoveringButtons Beta Agreement for your review. Your continuing use of the Service after we have posted or notified you about our changes signifies your agreement to the new terms. If you do not agree to the changes, please discontinue your use of the Service.
2. ABOUT THE SERVICE. The Service provides a platform for publishers to offer their users content sharing capabilities, to deliver advertisements, and to analyze Web site performance. During the beta test phase, publishers may have the option to:
3. BETA VERSION. The Service include prerelease code and functionality, which are not at the level of performance or compatibility of a final, commercially available product. The Service may not operate correctly and may be substantially modified prior to any commercial launch, if any. We provide the Service "AS IS" without warranty of any kind. You assume all risk in testing the Service, and we shall not be liable to you regarding your use or inability to use the Service. We may modify, suspend or stop the Service at any time for any reason. We have no obligation to continue providing the Service, or to provide a commercial version of the Service.
4. ADVERTISING SERVICES. During the beta test phase, we may (but we have no obligation) to offer a program in which we sell and deliver to publisher sites advertisements via the Service. We may select in our sole discretion the publishers who will participate in such a pilot program. The terms of such advertising program, including any revenue distribution, shall be determined in a separate, written addendum agreed to by us and the applicable publishers. We have no obligation to make the advertising program available to you or any other publisher, and we may discontinue offering any advertising services with the Service at any time. If you use a third party advertising network, you agree that you are solely responsible to abide by the terms imposed by such advertising service.
5. QUALIFICATIONS. In order to qualify for the Service:
If you are selected to participate in our pilot advertising program, you must enroll in the program and agree to the terms of a separate advertising addendum that must be executed by you and us.
6. THIRD PARTY ADVERTISERS. You understand and agree that we have no liability to you for payments of any advertising fees if you opt not to offer advertising through the service or if you use third party advertising services; all rights and obligations are between you and the advertising service.
7. OPERATIONS. You must use only the applications provided by us to access and use the Service. If you enroll in our advertising program, you authorize us to serve advertisements to the toolbar applications identified with your account. You agree to allow our applications associated with your account to send us information each time an application is launched to track impressions and/or click-throughs and other user metrics from an advertising unit served by us. We may update and rotate advertising units in the toolbar as frequently as we determine in our discretion.
8. RESPONSIBILITIES. You are responsible for obtaining at your own expenses all equipment, Internet access and connections necessary for you to use the Service. You are responsible for logging in and checking the status of your account periodically and to process any payment you are entitled to under these Terms; in no event shall you log in less than once every 365 consecutive days.
9. RESTRICTIONS. You or anyone using the Service through your account may not:
You may not attempt to gain unauthorized access to our Service or any user accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these Terms. We may suspend or terminate your participation in the Service without notice to you in the event we detect a spike in the number of queries or click-throughs from the Service or advertising units served through the Service.
11. PROPRIETARY RIGHTS. Title, ownership rights and intellectual property rights in the Service and all other materials offered on or through the Service shall remain in us, our licensors and/or other providers ("IP Rights"). The IP Rights are protected by copyright, patent, trade secret and other intellectual property laws and by international treaties. You shall not take any action to jeopardize, limit or interfere in any manner with these IP Rights. You acknowledge and agree that you obtain no intellectual property rights or licenses by this Agreement except for those licenses expressly granted in this Agreement and you may not resell, modify or make derivative works of the Service.
12. LICENSE. Subject to the terms of this Agreement, you are authorized to use the Service, and display the HoveringButtons and all advertising units exactly as they are provided by us. This license is non-exclusive and revocable. You may not assign, transfer or sub-license this right to any other person or entity. You shall not distribute any advertising units or code provided by us in any manner except as expressly authorized by us. We and our licensors reserve all rights not expressly granted to you.
13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. We respect the intellectual property of others. If you believe that your work has been copied and is accessible on the Service in a way that constitutes copyright infringement, please follow the instructions on how to contact us to report possible copyright infringement.
14. THIRD PARTY SITES. The Service may include links to third party websites. These links do not mean that we endorse these third party sites or services. You acknowledge and agree that we are not responsible or liable for any materials on these third party sites.
15. RIGHT TO INVESTIGATE; RIGHT TO AUDIT. We have the right to investigate, audit or monitor in our own discretion and by any means we deem appropriate (a) your compliance with these Terms and (b) any activity or conduct that we believe violates these Terms.
16. FEEDBACK. We may give you the opportunity to submit comments, suggestions and feedback regarding your use of the Service. You agree that in absence of any separate agreement to the contrary, we will be free to use, without compensation to you, any feedback you provide for any purpose.
17. TAXES. You are responsible for all taxes and governmental fees of any kind that are imposed on or arise out of any income you derive from your participation in the Service.
18. COMPLIANCE WITH LAW. Recognizing the global nature of the Internet, you agree to comply with all applicable laws in your country and jurisdiction when you participate in the Service, including without limitation, complying with laws that govern the transmission of technical data exported from the country in which you reside and any laws or regulations pertaining to the payment of fees or taxes.
19. DISCLAIMER. WE OFFER AND PROVIDE THE SERVICE "AS IS" AND WITH ALL FAULTS. WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT AND CANNOT PROMISE THAT THE SERVICE IS (a) FREE OF DEFECTS, (b) WILL WORK WITH THIRD PARTY ADVERTISERS OR APPLICATIONS, (c) WILL BE AVAILABLE AT ALL TIMES, OR (d) WILL MEET YOUR REQUIREMENTS. WE MAKE NO REPRESENTATIONS OR PROMISES ABOUT THE REVENUE THAT YOU MAY EARN FROM THE SERVICE.
20. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENT, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION. YOUR SOLE REMEDY WITH RESPECT TO ANY DISPUTE WITH US IS TO CANCEL YOUR PARTICIPATION IN THE SERVICE.
21. ACKNOWLEDGEMENT. The disclaimer of warranty and limitation of damages set forth above are essential elements of the basis of the bargain between us and you. You agree that we would not be able to provide the Service on an economic basis without such limitations.
22. INDEMNITY. You shall indemnify, hold harmless and, at our request, defend us and/or our licensors, officers, directors, employees, agents and representatives from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to your breach of any provision under these Terms or otherwise arising out of your use, or by users of your account, of the Service. We shall give you prompt notice of any such claim made against it, and you and we shall cooperate in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that we must approve the terms of any settlement or compromise, and such approval shall not be unreasonably withheld.
23. TERM, TERMINATION. Except as otherwise provided below, these Terms remain in effect so long as you are in compliance with these Terms. We may suspend or terminate the Service at any time, with or without notice, for any reason or no reason, in our sole discretion.
24. CONFIDENTIALITY. You acknowledge that, in the course of using and accessing the Service, you may obtain or develop information relating to the Service and our beta products, ("Confidential Information"), including, but not limited to the site, beta products, beta websites, technology, algorithms, schematics, testing procedures, user interface, documentation, problem reports, analysis and performance information, inventions (whether patentable or not), and other technical, business, product, marketing, financial and customer information, plans and data. During and after the term of the beta test, you shall hold in confidence and protect, and shall not use (except as expressly authorized by this agreement) or disclose, Confidential Information, unless such Confidential Information becomes part of the public domain without breach of this agreement by you.
25. U.S. GOVERNMENT END-USERS. The Service and any software products are "commercial items," as that term is defined in 48 C.F.R. § 2.101, consisting of "commercial software" and "commercial computer documentation," as such terms are used in 48 C.F.R. § 12.212 (Sept. 1995) and 48 C.F.R. § 227.7202 (June 1995). Consistent with 48 C.F.R. § 12.212, 48 C.F.R. § 27.405(b) (2) (June 1998) and 48 C.F.R. § 227.7202, all U.S. Government End Users acquire the Tools with only those rights as set forth herein.
26. ELECTRONIC NOTICES. YOU AGREE TO TRANSACT WITH US ELECTRONICALLY. Your affirmative act of registering and clicking the "Get the Code" button for the Service constitute your signature to these Terms. WE MAY PROVIDE NOTICES TO YOU ELECTRONICALLY (1) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Service.
27. INJUNCTIVE RELIEF. Either party may obtain any and all remedies available at law or in equity for a breach of these Terms.
28. NO SUPPORT. We have no obligation to provide support services for the Service, although we may do so in our sole discretion.
29. RELATIONSHIP. Your use of the Service does not create any partnership, joint venture, employment or agency relationship between you and us. These Terms do not give you any beneficial interest in any advertising agreements that we have with affiliates or third parties.
30. SURVIVAL. Sections 6, 8, 9, and 11 through 32 shall survive expiration or termination of this Agreement.
31. JURISDICTION; VENUE. You agree that the laws of the State of Ohio govern the Terms and any claim or dispute that you may have against us, without regard to Ohio's conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the State of Ohio, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
32. MISCELLANEOUS. (a) The Terms constitute the entire agreement between you and us concerning the Service. (b) The United Nations Convention on Contracts for the International Sale of Goods shall not govern these Terms. (c) If any part of the Terms is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent as nearly as practicable, and the remaining portions remain in full force and effect, or we may at its option instead terminate this Agreement. (d) The controlling language of this Agreement is English. (e) You may not assign or otherwise transfer your rights and obligations under these Terms without our consent; we may assign our rights and obligations under these Terms to any entity. (f) These Terms are binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (g) Neither party will be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
Last Updated: June 6, 2011