Below are the details of an agreement (the "Agreement") between You and Alumbo Media Inc. ("Alumbo" or "We") regarding Your use of Alumbo's content on your own website or newsletter (the "Services"). These Services are offered to you conditioned on your acceptance without modification of the following Content Licensing Terms and your use of Alumbo's Services constitutes your agreement to these Content Licensing Terms. (Last updated April 21, 2003).

Binding Agreement

By subscribing to or using any of the Services on your site, whether by inserting the HTML/Javascript code we supply or through any other method, You are agreeing (i) with the terms and conditions for such use as set forth in this Agreement, (ii) to be bound by this Agreement, and (iii) consenting to becoming a Party to this Agreement. Alumbo is expressly relying on your agreement in order to provide the Services to You and it is a material condition of Alumbo's bargain.

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Continuing Assent

We may modify, amend, or replace, at any time in our sole discretion, any or all of the terms and conditions of this Agreement. To make such a change, We only need post the change, with a notice of the change, on our website. Your continued use of any of the Services following such a posting of notice will constitute your binding agreement with and acceptance of any changes so posted.

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Term

The term of this Agreement will begin when you insert the Alumbo content feed code into your web page or newsletter and will continue until terminated in accordance with the paragraph entitled "Termination" below (the "Term").

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Grant of Rights

Subject to the terms of this Agreement, Alumbo hereby grants You, during the Term, a revocable, nontransferable, nonsublicensable, nonassignable, royalty-free, nonexclusive license to display on Your website ("Site") the articles, active links, or other source identifiers, and other information or materials, including any promotional taglines ("Content") that you receive from Alumbo through any of the Services. Your rights, as set forth in this paragraph, are contingent upon and will exist only for so long as you do not alter, edit, or delete any of the Content. Alumbo may restrict, suspend or terminate your access to any aspect or all of the Content or Services at any time without liability. Alumbo reserves the right to modify any of the Services at any time within its sole discretion. You acknowledge that Content availability is subject to change at Alumbo's sole discretion.

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Alumbo Reservation of Rights

This Agreement does not convey any ownership rights, title, standing or intellectual property rights in any of the Content to You. As between us, Alumbo (and/or its contributors and affiliates) owns all such title and rights and retains all rights to the Content and Services not expressly granted to You in the paragraph entitled "Grant of Rights" above.

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Safeguarding Alumbo's Rights

You agree not to do anything or cause anyone to do anything that contests or impairs the rights of Alumbo in and to any of the Content and Services.

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Restrictions

Except as expressly permitted in the paragraph entitled "Grant of Rights" above, you may not in any way:

1. sell, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Content or any portion of the Content;
2. delete or fail to display any promotional taglines included in the Content;
3. license, rent, or otherwise transfer rights to the Content;
4. display the name, logo, trademark or other identifier of another person (except for Alumbo or You) on your Site in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the Content on the Site;
5. remove, conceal, or alter any copyright, any proprietary notice, any credit-line, or any date-line on any mark or source identifier included on Content or in the Services, including without limitation, the size, color, location or style of Alumbo's marks;
6. encumber or suffer to exist any lien or security interest on the subject matter of this Agreement;
7. make any representation or warranty on behalf of Alumbo;
8. use Content or Services on any Site that (i) contains nudity or pornographic material of any kind, (ii) displays material that exploits children under the age of 18, (iii) provides material that is grossly offensive to the online community, including, though not limited to blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity, (iv) promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual; or
9. use the Content or Services in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.

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Content Display

Unless otherwise permitted by Alumbo, You will display all Content on Your Site in the exact form received by You and You will not modify or edit any of the Content without Alumbo's prior written consent. You will not archive any Content for access by users at any future date after the Content has been removed from the content feed.

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Headline Linking

You agree that any headlines provide by Alumbo and included in Your Site must link and redirect to the appropriate Alumbo web page when a user clicks on that headline. You shall not display Content in any manner that does not allow for successful linking and redirection to, and delivery of, Alumbo's web page. You may not frame any Alumbo web page. You must always stipulate that the Content is supplied by Alumbo and is protected by copyright and owned by Alumbo Media Inc.

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Confidentiality

As a Party to this Agreement, You may have access to some of Alumbo's nonpublic technical or product information ("Proprietary Information"). Such Proprietary Information shall belong solely to Alumbo. You shall not, except as expressly authorized by this Agreement, use or disclose Proprietary Information without the prior written consent of Alumbo unless such Proprietary Information becomes part of the public domain through no fault of yours. You agree (i) not to disclose any Proprietary Information to any third parties, (ii) not to use any Proprietary Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Proprietary Information confidential using the same degree of care you use to protect your own confidential information. You acknowledge and agree that due to the unique nature of Alumbo's Proprietary Information, there can be no adequate remedy at law for any breach of Your obligations in this paragraph, which may result in irreparable harm to Alumbo. Therefore, upon any such breach or threat thereof, Alumbo shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

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Publicity

Alumbo may use Your name in releases, customer lists, marketing and other materials. Unless otherwise expressly permitted by Alumbo, You may not create, publish, or distribute any items that reference Alumbo without first submitting those items to Alumbo and receiving Alumbo's written consent.

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Limitations on Use of the Services

Alumbo assumes no liability for your activity in connection with the Services and the Content or for the development, operation, and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement. You will not attempt to hide your identity, represent yourself as someone else, or interfere or attempt to interfere with the proper working of Services. If you use, or attempt to use, any Service or Content beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by Alumbo, or attempt to, tamper, hack, spoof, use robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper function of any part of the Service or the Content, then, in addition to termination of this Agreement, you be subject to appropriate legal and equitable action.

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Your Warranty

You represent and warrant to Alumbo that your Mark(s) and/or content on Your Site, other than the Content, do not and will not (i) infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, (ii) constitute false, deceptive or unfair advertising or disparagement under applicable law, or (iii) fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules). You further warrant and represent that You are legally permitted to use the Services and access the Content, and if You are an individual, You are over 18 years of age.

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Alumbo Warranty

Alumbo represents and warrants that the Alumbo Mark(s) and/or Content do not and will not (i) infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, (ii) constitute false, deceptive or unfair advertising or disparagement under applicable law, or (iii) fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules).

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Warranty Disclaimer

ALUMBO PROVIDES THE CONTENT AND SERVICE ON AN "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ALUMBO MAKES NO REPRESENTATIONS CONCERNING INTERRUPTION IN SERVICE. ALUMBO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, AND RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

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Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL ALUMBO BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF SERVICES, CONTENT OR RESULTS, COMPUTER FAILURE OR MALFUNCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL ALUMBO BE LIABLE FOR ANY DAMAGES IN EXCESS OF ANY FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE CONTENT, EVEN IF ALUMBO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

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Indemnity

You hereby agree to indemnify, defend and hold Alumbo, its affiliates, officers, directors, employees, agents, and licensors (collectively, the "Provider Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by you in connection with: (i) Your use or alleged use of the Service or the Content by any person, whether or not authorized by you; or (ii) Your Site or (iii) any breach of paragraphs 5-11 above. Alumbo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Alumbo's defense of such claim.

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Termination

Unless otherwise agreed to by Alumbo, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Content, or HTML and Javascript code that supplies the Content to Your Site, from Your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by Alumbo, Alumbo may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Content or Service at any time without liability. You agree to destroy or return to Alumbo all copies of the Content and all Proprietary Information promptly upon learning of such Termination. Paragraphs entitled "Alumbo Reservation of Rights" through "Indemnity", and "Miscellaneous" shall survive termination of this Agreement.

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Miscellaneous

This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed according to the laws of the province of British Columbia and Canada. All disputes or claims that cannot be settled by discussion shall be adjudicated by court of competent jurisdiction in British Columbia. You expressly agree that British Columbia has the exclusive jurisdiction with respect to this agreement. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty. Alumbo is not responsible for any costs or liability associated with making a connection (by any means) to the Internet, the Service or other online service, or network. You take full responsibility for the selection and use of the Services and access of the Content. This Agreement is void where prohibited by law, and the right to access the Content is revoked in such jurisdictions. The sections headings appearing in this Agreement are inserted only as a matter of convenience and shall not be interpreted as substantive. The parties hereto are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on Alumbo's behalf and you shall not make any statement, on your site or otherwise, that contradicts anything in this Section.

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Please also read our Privacy Pledge and Terms of Service. If you have any questions about our Content Licensing Terms, our business practices, or your dealings with the Alumbo! web site, please contact us.