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KEYWORD.COM SUPERKEYWORD DISPUTE POLICY REGARDING DISPUTES ARISING FROM INFRINGEMENT  OF INTELLECTUAL PROPERTY
Effective February 25, 1998

1. Keyword.com provides a service whereby registrants can register a SuperKeyword which internet users can enter at www.keyword.com and be redirected to the URL the registrant selects in the online registration process. Keyword.com registers these SuperKeywords on a "first come, first served" basis. By registering a SuperKeyword, Keyword.com attempts to determine though does not guarantee and will not assume responsibility for the legality of the SuperKeyword registration, and keyword.com assumes no responsibility if the registration infringes upon the rights of a third party.

2. The entity applying for a SuperKeyword ("registrant") is solely responsible for selecting its own SuperKeyword and maintaining the continued accuracy of the registration record. The registrant, by completing and submitting the SuperKeyword Registration Agreement ("Registration Agreement"), represents that the statements in its application are true and that the registration of the selected SuperKeyword, to the best of the registrant's knowledge, does not interfere with or infringe upon the rights of any third party. The registrant also represents that the SuperKeyword is not being registered for any unlawful purpose.

3. Keyword.com neither acts as arbiter nor provides resolution of disputes between registrants and third party complainants arising out of the registration or use of a SuperKeyword. This SuperKeyword Dispute Policy ("Policy") does not confer any rights, procedural or substantive, upon third party complainants. Likewise, complainants are not obligated to use this Policy.

4. This Policy does not limit the administrative or legal procedures Keyword.com may use when third party conflicts arise, or when Keyword.com is presented with information that a SuperKeyword violates the legal rights of a third party, including, but not limited to, information that the display or use of the SuperKeyword is expressly prohibited by a United States federal statute or regulation.

5. Modifications. The registrant acknowledges and agrees that Keyword.com may modify or amend this Policy from time to time, and that such changes are binding upon the registrant. Keyword.com will post the revised Policy at http://www.keyword.com/kndp.htm at least thirty (30) calendar days before it becomes effective.

6. Indemnity. The registrant hereby agrees to defend, indemnify and hold harmless Keyword.com, its officers, directors, employees and agents, and any associated third parties (collectively, the "Indemnified Parties"), for any loss or damages awarded by a court of competent jurisdiction resulting from any claim, action, or demand arising out of or related to the registration or use of the SuperKeyword. Such claims shall include, without limitation, those based upon trademark or service mark infringement, tradename infringement, dilution, tortious interference with contract or prospective business advantage, unfair competition, defamation or injury to business reputation. Each Indemnified Party shall send written notice to the registrant of any such claim, action, or demand against that party within a reasonable time. The failure of any Indemnified Party to give the appropriate notice shall not affect the rights of the other Indemnified Party. Keyword.com recognizes that certain educational and governmental entities may not be able to provide complete indemnification. If the registrant is (i) a governmental or non-profit educational entity, and (ii) not permitted by law or under its organizational documents to provide indemnification, the registrant must notify Keyword.com in writing and, upon receiving appropriate proof of such restriction, Keyword.com may provide an alternative provision for such a registrant.

7. Revocation. The registrant agrees that Keyword.com shall have the right in its sole discretion to revoke, suspend, transfer or otherwise modify a SuperKeyword registration upon thirty (30) calendar days prior written notice, or at such time as Keyword.com receives a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the revocation, suspension, transfer or modification of the SuperKeyword registration.

8. Dispute Initiation. Registrant agrees that while Keyword.com can neither act as an arbiter nor provide resolution of disputes arising out of the registration and use of a SuperKeyword, Keyword.com may be presented with information that a SuperKeyword possibly violates the trademark rights of a trademark owner. Keyword.com may apply the procedures described in Section 9 when a third party complainant ("complainant") presents Keyword.com with satisfactory evidence of both trademark ownership and written notice to the SuperKeyword registrant describing the legal harm the trademark owner is incurring. The documents required in support of a complainant's written request that Keyword.com invoke Section 9, Dispute Procedures, must include: (a) An original, certified copy, not more than six (6) months old, of a trademark registration ("certified registration"), which is in full force and effect and is identical to a SuperKeyword on the principal or equivalent registry of any country (copies certified in accordance with 37 CFR 2.33(a)(1)(viii) or its successor will meet this standard for registrations in jurisdictions other than the United States). Trademark or service mark registrations from the supplemental or equivalent registry of any country, or from individual states or provinces of a nation, will not be accepted. Trademarks incorporating a design will not be accepted; and (b) A copy of the written prior notice sent to the SuperKeyword registrant by the complainant, and a representation by the complainant indicating the mode of delivery of the notice (e.g., first class mail, overnight delivery) and the factual basis for believing that the SuperKeyword registrant received the notice. Notices must be sent to the mailing address of the SuperKeyword registrant. The notice to the SuperKeyword registrant must clearly state that the complainant believes the registration and use of the disputed SuperKeyword violates the trademark rights of the complainant; the notice must also clearly allege the factual and legal bases for the belief. Keyword.com will not undertake any separate investigation of the statements in such notice.

9. Dispute Procedures. In those instances where a third party claim is based upon and complies with Section 8(a and b), Keyword.com may apply the following procedures, which recognize that trademark ownership does not automatically extend to the right to register a SuperKeyword and which reflect no opinion on the part of Keyword.com concerning the ultimate determination of the claim: (a) Keyword.com shall determine the creation date of the registrant's SuperKeyword registration ("SuperKeyword creation date"). (b) If the registrant's SuperKeyword creation date precedes the effective date of the valid and subsisting certified registration owned by the complainant, Keyword.com will take no action on the complainant's request. (c) If the SuperKeyword creation date is after the effective date of the valid and subsisting certified registration owned by the complainant, then Keyword.com shall request from the registrant proof of ownership of registrant's own registered trademark or service mark by submission of a certified registration, of the type and nature specified in Section 8(a) above. The certified registration must be owned by the registrant and the effective date must be prior to the date of any third party's notice of a dispute to the registrant. If the registrant satisfies the requirements of this Section 9 (c), Keyword.com will take no further action on the complainant's request. (d) If the SuperKeyword creation date is after the effective date of the valid and subsisting certified registration owned by the complainant, and the registrant fails to provide a certified registration as specified in Section 8(a) to Keyword.com within thirty (30) calendar days of receipt of Keyword.com' dispute notification letter, Keyword.com will assist the registrant with registration of a new SuperKeyword, and will allow the registrant to maintain both SuperKeywords simultaneously for up to ninety (90) calendar days to allow an orderly transition to the new SuperKeyword. Keyword.com will provide such assistance to a registrant if and only if, within thirty (30) calendar days of receipt of Keyword.com' dispute notification letter, the registrant (1) submits a Registration Agreement requesting the registration of a new SuperKeyword; and (2) submits an explicit written request to Keyword.com, including an identification of the registrant's desired new SuperKeyword  assigned by Keyword.com in response to the new Registration Agreement. At the end of the ninety (90) calendar day period of simultaneous use, Keyword.com will place the disputed SuperKeyword on "Hold" status, pending resolution of the dispute. As long as a SuperKeyword is on "Hold" status, that SuperKeyword registered to the registrant shall not be available for use by any party. (e) In the event the registrant fails to select one of the following options by a written response, received by Keyword.com within thirty (30) calendar days of receipt of Keyword.com' dispute notification letter, Keyword.com will place the SuperKeyword on "Hold" (wherein the SuperKeyword will not be available for use by any party) pending resolution of the dispute: (1) Provide the documentation required by Section 9(c) of this Policy, (2) Relinquish the SuperKeyword and transfer it to the complainant, (3) Register a new and different SuperKeyword pursuant to Section 9(d) of this Policy, or (4) File a civil action and provide a copy of a file-stamped complaint pursuant to Section 10 of this Policy. (f) Keyword.com will reinstate the SuperKeyword placed in "Hold" status, or will not place it in "Hold" status,(i) upon receiving a properly authenticated temporary or final order by a court of competent jurisdiction, or arbitration award, stating which party to the dispute is entitled to the SuperKeyword, (ii) if Keyword.com receives other satisfactory evidence from the parties of the resolution of the dispute, or (iii) the complainant requests that the SuperKeyword not be placed on "Hold.(g) A SuperKeyword registrant involved in Dispute Procedures remains subject to the terms and conditions of the Registration Agreement.

10. Litigation. Independent of the provisions of Section 9 of the Policy, in the event that: (a) The registrant files a civil action related to the registration and use of the SuperKeyword against the complainant in a court of competent jurisdiction, and provides Keyword.com with a copy of the file-stamped complaint, Keyword.com will maintain the status quo ante of the SuperKeyword record pending a temporary or final decision of the court. For example, if the SuperKeyword is not on "Hold," it will not be placed on "Hold;" if the SuperKeyword is already on "Hold," it will remain on "Hold." In such cases, Keyword.com will deposit control of the SuperKeyword into the registry of the court by supplying the registrant with the registry certificate for deposit. While the SuperKeyword is in the registry of the court, Keyword.com will not make any changes to the SuperKeyword unless ordered by the court. The registrant also shall promptly provide copies of any and all pleadings filed in the action to Keyword.com upon Keyword.com' request. (b) The complainant files a civil action related to the registration and use of the SuperKeyword against the registrant in a court of competent jurisdiction, and provides Keyword.com with a copy of the file-stamped complaint, Keyword.com will maintain the status quo ante of the SuperKeyword record pending a temporary or final decision of the court. For example, if the SuperKeyword is not on "Hold," it will not be placed on "Hold;" if the SuperKeyword is already on "Hold," it will remain on "Hold." Keyword.com will deposit control of the SuperKeyword into the registry of the court by supplying the complainant with the registry certificate for deposit. While the SuperKeyword is in the registry of the court, Keyword.com will not make any changes to the SuperKeyword record unless ordered by the court.(c) In both instances, under Section 10(a and b), Keyword.com will abide by those provisions of temporary or final court orders, or arbitration awards, directing the disposition of the SuperKeyword, without being named as a party to the civil action. The civil action must include the SuperKeyword registrant as a party. If named as a party to a civil action, Keyword.com shall not be limited to the above actions, but reserves the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend itself. (d) A SuperKeyword registrant involved in Litigation remains subject to the terms and conditions of the Registration Agreement, including fees.

11. DISCLAIMER. THE REGISTRANT AGREES THAT KEYWORD.COM WILL NOT BE LIABLE FOR ANY LOSS OF REGISTRATION AND USE OF REGISTRANT'S SUPERKEYWORD, OR FOR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF KEYWORD.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KEYWORD.COM' MAXIMUM LIABILITY FIFTY ($50.00) DOLLARS.

12. Notices. All notices between Keyword.com and its registrants permitted or required under this Policy shall be in writing and shall be delivered by personal delivery, courier delivery, facsimile transmission, and/or by first class mail, and shall be deemed given upon delivery, transmission, or seven (7) calendar days after deposit in the mail, whichever occurs first. Initial notices shall be sent to the SuperKeyword registrant at the e-mail address of the SuperKeyword registrant listed in the Keyword.com  online registration form.

13. Non-Agency. Nothing contained in this Policy shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

14. Non-Waiver. The failure of Keyword.com to require performance by the registrant of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Keyword.com of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

15. Breach. The registrant's failure to abide by any provision under this Policy may be considered by Keyword.com to be a material breach and Keyword.com may provide a written notice, describing the breach, to the registrant. If, within thirty (30) calendar days of the date of such notice, the registrant fails to provide evidence, which is reasonably satisfactory to Keyword.com, that it has not breached its obligations, then Keyword.com may revoke registrant's registration of the SuperKeyword. Any such breach by a registrant shall not be deemed to have been excused simply because Keyword.com did not act earlier in response to that, or any other, breach by the registrant.

16. Invalidity. In the event that any provision of this Policy shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Policy unenforceable or invalid as a whole. Keyword.com will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Keyword.com as reflected in the original provision.

17. Entirety. This Policy, as amended, and the current KTOS Registration Agreement together constitute the complete and exclusive agreement between Keyword.com and the registrant, and supersede and govern all prior proposals, agreements, or other communications. The registrant agrees that registration of a SuperKeyword constitutes an agreement to be bound by this Policy and the KTOS, as amended from time to time. Back to KTOS Agreement

 

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