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Marchex Reputation Management Beta Program Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE PARTICIPATING IN THE MARCHEX REPUTATION MANAGEMENT BETA PROGRAM. BY USING THE BETA REPUTATION MANAGEMENT APPLICATION YOU REPRESENT AND WARRANT THAT YOU ARE EITHER THE OWNER OF YOUR BUSINESS OR ARE LEGALLY AUTHORIZED TO ACT ON ITS BEHALF.

Marchex, Inc., its subsidiaries and affiliates ("we" or "us") grant you the non-exclusive, revocable right to use our beta reputation management application ("Beta Application") for evaluation purposes, subject to the these Terms of Use ("Terms"), which we may update from time to time. Please check these Terms periodically for changes. By using the Beta Application after changes have been made to these Terms, you agree to the changes.

1. BETA PROGRAM NONDISCLOSURE. You agree that you shall not disclose any information learned about the Beta Application during your participation in the Beta Program nor the fact of having participated in such program to any third party, directly or indirectly, or use any such information in any manner except as specifically permitted or requested by us in writing. If you choose to provide us with any feedback relating to the Beta Application, you agree that we shall be free to use such feedback entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
2. LINKS AND CONTENT. We, or third parties, may produce automated search results or otherwise provide links to other World Wide Web sites or resources through the Beta Application. We may also provide the opportunity for you or third parties to submit, post, transmit or otherwise make available information, data, text, photographs, sound, graphics, video, messages, reviews or other materials ("Content") though the Beta Application. Because we either do not review and/or have no control over such third-party sites, resources, and Content, you acknowledge and agree that we are not responsible for any Content, nor for the availability of such sites, and resources, and that we do not endorse and are not responsible nor liable for any such sites or resources, nor for any Content contained therein, and you understand that all Content is the sole responsibility of the person or individual from whom such Content originated. You further acknowledge and agree that we are not responsible or liable, directly nor 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, site or resource.
3. PROHIBITED USES. You agree not to use the Beta Application or its Content for any illegal or unauthorized activity. You agree that you will not use any device, software, or other technology to interfere or attempt to interfere with the proper working of the Beta Application. You agree not to use the Beta Application or its Content for any commercial purposes. You agree not to crawl, spider, scrape, or otherwise deploy automated agents or other technology to collect, harvest, mine, or otherwise interact with the Beta Application. You shall not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Beta Application, any aspect or portion thereof, including source code or algorithms.
4. DISCLAIMERS OF WARRANTIES. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY LAW:

   (a) SERVICES AND CONTENT PROVIDED IN THE BETA APPLICATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.

   (b) WE MAKE NO WARRANTY THAT: (i) THE FUNCTIONS OF AND SERVICES PROVIDED IN THE BETA APPLICATION WILL BE UNINTERRUPTED, SECURE OR ERROR- FREE; (ii) DEFECTS WILL BE CORRECTED; OR (iii) THE BETA APPLICATION OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

   (c) WE MAKE NO WARRANTY REGARDING THE ACCURACY, VERACITY, INTEGRITY OR QUALITY OF THE CONTENT, SITES OR RESOURCES MADE AVAILABLE ON OR FROM THE BETA APPLICATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT SUCH CONTENT, SITES OR RESOURCES WILL BE FREE OF MATERIAL THAT IS OFFENSIVE, INDECENT OR OBJECTIONABLE.

   (d) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BETA APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK. 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.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES FOR ANY USE OF THE BETA APPLICATION, OR USE OF ANY OTHER LINKED SITE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE BETA APPLICATION.
6. PRIVACY. Your privacy is important to us. All information gathered by us from you in connection with your use of the Beta Application is subject to the provisions of our Privacy Statement. We do not control, nor are we responsible for, the privacy practices of those sites to which we link and, therefore, you agree to read the privacy policies of those sites.
7. INDEMNITY. You agree to indemnify and hold Marchex, Inc. and its affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: your use of the Beta Application; Content you submit, post, transmit or otherwise make available though the Beta Application; your violation of these Terms; or your violation of any rights of another.
8. GENERAL INFORMATION. These Terms constitute the entire agreement between you and us with respect to the subject matter hereof, and govern your use of the Beta Application, superseding any prior agreements between you and us. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party Content or third-party software. These Terms and the relationship between you and us will be governed by the laws of the State of Washington without regard to its conflict of law provisions. You agree that we shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of these Terms by you. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that we may have for damages or otherwise. The parties agree to submit to the personal and exclusive jurisdiction of the courts located within King County, Washington, for any dispute arising under or relating to the subject matter of these Terms. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent possible, while the remaining provisions of these Terms will remain in full force and effect.

Effective October 13, 2009.