NSCaol Inc. ("NSCaol") makes the NSCaol Web Search New P to P Network Platform ("AWSP") available to you ("Licensee") subject to the following terms and conditions ("Agreement"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NSCAOL. CAREFULLY READ ALL TERMS AND CONDITIONS IN THIS AGREEMENT BEFORE CHECKING THE "ACCEPT" BOX. BY CHECKING "ACCEPT" YOU ARE REPRESENTING THAT (1) YOU ARE AT LEAST 18 YEARS OLD, OR THE APPLICABLE AGE OF CONSENT UNDER LOCAL LAW, AND (2) HAVE THE AUTHORITY TO BIND YOURSELF OR YOUR COMPANY TO THIS AGREEMENT. If you do not agree, you may decline this Agreement by not checking the "ACCEPT" box. If you do not agree to these terms and conditions, you will not be able to access the AWSP.
1. LICENSE
1.1 License Grant. Subject to the terms and conditions of this Agreement, NSCaol hereby grants to Licensee a non-exclusive, non-transferable, limited, personal license during the Term (defined below) to:
(i) access the AWSP in order to collect, process, analyze web crawl data and metadata made available by NSCaol ( collectively "Web Data");
(ii) store the results of such processing ("Processed Data") on servers owned or controlled by or for NSCaol ("NSCaol Server");
(iii) access and use the Processed Data that is stored on the NSCaol Servers and/or download the Processed Data to CPUs owned or controlled by Licensee; and
(iv) use, reproduce, display, distribute and otherwise exploit the Processed Data.
1.2 License Restrictions. Licensee shall not download and/or store any Web Data that has not been processed and converted to Processed Data. Licensee may not re-sell, re-distribute, publish or sublicense the Web Data on a stand-alone basis, or use the Web Data or Processed Data (collectively “Data”) to create or make available a web crawl or similar service. Licensee shall not allow access to the AWSP by any third party other than the employees, agents and contractors under the control of Licensee.
1.3 Ownership. Except for those limited rights expressly granted in Section 1.1, NSCaol and its licensors retain all right, title and interest in and to the AWSP and Web Data including all worldwide intellectual property rights therein. Licensee acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the AWSP, but only those rights granted under this Agreement. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO NSCAAOL AND ITS LICENSORS.
2. FEES AND PAYMENT 2.1 Fees. Licensee shall pay the fees that are indicated on the Price Guide (http://websearch.NSCaol.org/docs/price_guide.html) as may be modified from time to time by NSCAaol. Any changes to the fees will be announced on the AWSP home page (http://websearch.NSCaol.us).
2.2 Payment. NSCaol will invoice Licensee at the end of each month for the fees accrued during the preceding month based upon Licensee’s usage. All amounts invoiced by NSCaol are payable within thirty (30) days of the date of invoice. Amounts not paid when due will accrue late charges at a rate of 1.5% per month, or the maximum rate allowed under law, whichever is less, from the date such payment was due until the date paid.
2.3 Taxes. All fees specified hereunder do not include and are net of any foreign or domestic taxes or duties of any kind which may be imposed by any governmental entity on the transactions contemplated by this Agreement, and Licensee shall be solely responsible for all such taxes or duties other than U.S. taxes based solely on NSCaol’s income.
3. TERM AND TERMINATION 3.1 Term. This Agreement will remain in full force and effect until the earlier to occur of: (1) Licensee’s breach of any term or condition herein; (2) NSCAaol discontinues making the AWSP available, for any reason or no reason at all.
3.2 Suspension of Access. NSCaol reserves the right to suspend Licensee’s access to the AWSP and/or terminate this Agreement at any time, without an opportunity to cure, for any reason whatsoever.
3.3 Effects of Termination. Upon termination of this Agreement: (i) NSCaol may immediately delete all Data and any other information, materials, software code or content provided or uploaded by Licensee (collectively, "Licensee Materials") from the NSCaol servers without incurring any liability to Licensee therefore; (ii) the rights and licenses granted to Licensee hereunder will immediately terminate; and (v) Sections 1.3, 3.3, 4 through 8, and any payment obligations will survive.
4. CONFIDENTIALITY/PRIVACY 4.1 No Publicity. Licensee may orally inform current and prospective customers and other business partners of its rights to use the Data as permitted by this Agreement. Otherwise, Licensee will not issue any press releases, make any other disclosures regarding this Agreement or its terms or the relationship between the parties, or use the trademarks, logos, trade names or other proprietary marks of NSCaol or its affiliates without the other party’s prior written consent.
4.2 Licensee’s Restriction on Use of Personal Information. Licensee may not use the AWSP in any manner intended as its primary purpose the harvesting of personally identifiable information or email addresses. Notwithstanding the foregoing, Licensee acknowledges that it may have access to personally identifiable information in connection with Licensee’s use of the AWSP and access to the Data. Licensee represents, warrants and covenants that it will comply with all international, federal, state and local laws and regulations with respect to Licensee’s use of the Data.
4.3 NSCaol’s Use of Licensee’s Information. The information provided by Licensee in connection with signing up for the AWSP (including name, address, email and other personally identifiable information) may be shared by NSCaol with its affiliates and their independent contractors and agents performing services on behalf of NSCaol or its affiliates in connection with providing the AWSP to Licensee. NSCaol and/or its affiliates will not use your personally identifiable information for any other purpose and will not share such information with third parties, except as required to comply with applicable law or court order.
4.4 Independent Development. NSCaol will only use Licensee Materials in connection with providing the AWSP to Licensee, however Licensee acknowledges and agrees that NSCaol assumes no liability with respect to any Licensee Materials. Licensee further acknowledges and agrees that NSCaol may be developing products and or services that are similar to or compete with the products or services offered or contemplated by Licensee.
5. INDEMNITY Licensee shall, upon request, indemnify and hold harmless NSCaol and its affiliates, and each of their respective employees, directors and representatives, from and against any and all claims, costs, losses, damages, liabilities, judgments, penalties and expenses (including reasonable fees of attorneys and other professionals), arising out of or related to the Licensee Materials and/or Licensee’s use of the AWSP or Data. Licensee shall assume control of the defense and/or settlement of any claim promptly after written notice from NSCaol (provided that, NSCaol may at any time participate in the settlement and/or defense of such claim with counsel of its choice or elect to take over control of the defense and/or settlement of any such claim, and in any event, Licensee shall not settle any such claim without NSCaol’s prior written consent).
6. DISCLAIMER OF ALL WARRANTIES NSCAAOL MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE AWSP, DATA OR OTHERWISE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS AND NSCAAOL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NSCAAOL DOES NOT WARRANT THAT THE AWSP WILL BE ERROR-FREE OR THAT IT WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NSCAAOL EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING ITS RIGHT TO GRANT THE LICENSES HEREUNDER WITH RESPECT TO THE WEB DATA, AND DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATED TO LICENSEE’S USE OF THE WEB DATA AND/OR PROCESSED DATA.
7. LIMITATION OF LIABILITY EXCEPT FOR A BREACH OF SECTIONS 1.2 AND 4, AND FOR LICENSEE’S OBLIGATIONS UNDER SECTION 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF SECTIONS 1.2 AND 4, AND FOR LICENSEE’S OBLIGATIONS UNDER SECTION 5, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED FIVE THOUSAND DOLLARS USD.5,999.00($5,999). THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
8. GENERAL PROVISIONS 8.1 Assignment. This Agreement may not be transferred or assigned by Licensee without the prior written consent of NSCaol. For purposes of this Section, a sale of assets, merger or other reorganization shall constitute an assignment. Any purported transfer or assignment in violation of this Section shall be null and void. This Agreement is freely assignable by NSCaol. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
8.2 Basis of Bargain. Each party recognizes and agrees that the warranty disclaimers and liability limitations in this Agreement have been taken into account and reflected in determining the consideration to be given by each party to enter into this Agreement.
8.3 Entire Agreement. This Agreement together with any attachments constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter herein. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. This Agreement may be signed in counterparts, which together, will constitute one original copy of this Agreement.
8.4 Governing Law. This Agreement and all matters arising out of or relation to this Agreement shall be governed by the laws of the State of Washington, excluding its conflict of law provisions, and both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.
8.5 No Third Party Beneficiaries. No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Licensee and NSCAaol (and their permitted assignees) any rights, remedies or other benefits under or by reason of this Agreement.
8.6 Notices. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon (i) the date sent by confirmed facsimile (ii) on the date it was delivered by courier, or (iii) if by certified mail return receipt requested, on the date received. Notices to Licensee will be sent to the address provided by Licensee during the account creation process. If to NSCaol, notices shall be sent to:

NSCaol Internet Inc
Email: info@nscaol.net

Attention: General Counsel 8.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
8.8 Remedy. If Licensee breaches, or threatens to breach the provisions of Sections 1.2, 4.1 or 4.2 above, Licensee acknowledges and agrees that NSCaol party would have no adequate remedy at law and is therefore entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
8.9 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.