Last updated January 25th, 2021.
These Chili Search Terms of Service (this “Agreement”) are entered into by Chili Search service and you as an individual or, if you execute this Agreement on behalf of a legal entity, that entity (“You”). This Agreement governs Your use of chilisearch.com website and the Chili Search hosted web search for any website (together the “Service“). BY CLICKING THE “I ACCEPT” OR SIMILAR BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE IN ANY OTHER WAY, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND, IF YOU HAVE INDICATED THAT YOU ACT ON BEHALF OF AN ENTITY, ARE AUTHORISED TO ACT ON BEHALF OF SUCH ENTITY. If You do not understand or wish to be bound by this Agreement, please do not use, access or register with the Service. NOTHING IN THIS AGREEMENT REMOVES OR SUPERSEDES YOUR RIGHTS AS A CONSUMER BASED ON APPLICABLE MANDATORY PROVISIONS OF LAW.
The Service and certain parts of it may be provided without charge to You. Chili Search offers various service plans for the Service (each a “Plan”) that may e.g., provide additional functionality or remove usage limitations. You are free to select the Plan that is most suitable for You and the website (the “Website”) on which You intend to use the Service. The payment terms, fees and additional terms and conditions may vary between the Plans and they are set out at chilisearch.com and incorporated herein by reference.
If You have selected recurring Plan, You agree that it this Agreement will renew automatically for successive terms of same length unless You terminate this Agreement at the latest five (5) days before the expiry of the then current term. If You select a Plan with a fixed term, You are not entitled to refund of any advance payment if You terminate this Agreement prior the expiry of the Plan.
Chili Search may in its discretion allow you to upgrade or downgrade your Plan during the term of the Plan.
By submitting a URL identifying any Website to Chili Search, You at the same time represent and warrant that You are either the Publisher of the respective Website or that You have the necessary permissions or authorizations to submit the URL and the Website for indexing by Chili Search. Chili Search does not guarantee that any particular Website is suitable for indexing or that the Service used with any particular Website. Chili Search reserves the right to refuse in its sole discretion any request for Service by any party for any reason. Any given delivery time estimates for Website indexing or the Service are not binding.
Chili Search retains the title and all intellectual property rights in and to the tags. Chili Search grants You a limited license during the term of this Agreement to use and reproduce the tags on the Website for the sole purpose of integrating, accessing and using the Service on the Website in compliance with this Agreement. You undertake to remove the tags from the Website upon the termination of this Agreement.
You shall not, and shall not authorize any third party to: (a) use the Service in breach of this Agreement or any policy posted on chilisearch.com of the administrator portal of the Service; (b) use the Service for any illegal, infringing or inappropriate purposes; (c) submit to Chili Search any Website or material that; (i) You do not control or with respect to which You have not obtained the necessary permits and authorizations to act in such manner; (ii) includes incorrect, incomplete or otherwise misleading information: (iii) contains any pornographic, hate-related, violent or otherwise inappropriate content (as may be determined from time to time by Chili Search in its sole discretion); (iv) is illegal or infringing, or whose use would be illegal or infringing; (d) engage in any action or practice that reflects poorly on Chili Search or otherwise disparages or devalues Chili Search’s reputation or goodwill; (e) resell, assign, or transfer any of Your rights hereunder. You undertake to notify Chili Search with no undue delay of any known or suspected improper or wrongful use of the Service.
Chili Search is entitled to change or terminate the Service or its part, any Plan or its fees or any terms and conditions of the Plan at any time for any reason. Without limiting the foregoing, Chili Search may in its discretion change functionalities and usage limitations of the free Service at any time. Chili Search strives to inform You in advance by e-mail, via the Service or otherwise of any such changes to the extent they materially affect Your use of the Service.
To use the Service on a website (the “Website”), You must first register Yourself and the Website with Chili Search. When registering and while using the Service You must provide Chili Search with such registration and other information as is from time to time required by Chili Search. You undertake to keep Your contact information, payment information and other information associated with Your account up to date.
If You register as a legal entity, the legal entity is bound by this Agreement. If You register as a private person, then by agreeing to these Agreement, You confirm that You are at least 18 years of age.
Chili Search has the right to refuse any registration for any reason.
It is Your responsibility to preserve the confidentiality of Your email and password and notify Chili Search immediately of any known or suspected unauthorised disclosure or use of such identifiers. You are fully responsible for all use of Your email and password.
You are solely responsible for the Website and the materials and information (together the “Materials”) You request Chili Search to index, store and in connection with which You use the Service. You acknowledge that the Materials indexed and stored by Chili Search, and the Website on which Chili Search is used, are controlled by you, and they are not submitted, selected or controlled by Chili Search. Chili Search is merely providing a platform enabling the indexing of third party websites controlled and adding in-site search functionality to such websites.
The role of Chili Search in respect to the Materials is that of a hosting service provider pursuant to the Directive 2000/31/EC of the European Parliament and of the Council on Electronic Commerce. You agree that Chili Search may disable Your Service or its part following Chili Search’s receipt of a takedown notice or for any other reason.
Unless otherwise agreed in writing by the Parties or stated on the Website, all amounts are quoted and shall be payable in euros. ALL AMOUNTS PAID FOR THE SERVICE ARE NONREFUNDABLE.
Depending on the Plan, Chili Search may charge the fees monthly or during such other intervals as set out the terms and conditions of the applicable Plan or, if You have selected a fixed term Plan with advance payment, in advance for the full amount on or after the date on which You have subscribed to the Plan.
You represent and warrant that You have the necessary permissions or authorizations to associate the credit card or other payment method with Your account and to use to pay the fees charged by Chili Search for the Service.
Any outstanding balance becomes immediately due and payable upon the termination of this Agreement.
Late payment bears an daily-accruing interest of 15 % per annum. You are liable for collection and legal costs arising from collection of late payment, and such costs may be charged to the credit card or other payment method associated with Your account or invoiced from You afterwards.
Unless and to the extent expressly indicated otherwise, listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service. You are liable for any any such taxes and charges.
You acknowledge that Chili Search owns the title and all intellectual property rights to the Chili Search Service. You undertake that You will not, and will not permit any third party to, modify, adapt, copy, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service or its part or contents, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary materials related thereto. You shall not remove or otherwise inhibit the full display of any trademarks or copyright notices of Chili Search that Chili Search may have included to the Service or any materials or information related thereto.
Subject to Your title and intellectual property rights in and to the Website and the Materials, the Website index generated by Chili Search, along with any other information and content arising out of the use of the Service, is the exclusive property of Chili Search. You grant Chili Search a sublicensable and transferable right and license to use, reproduce, modify, make available and distribute the Website and other Materials for the purposes of making available the Service.
Chili Search takes intellectual property rights seriously. If Your intellectual property rights are used in connection with the Chili Search without Your permission, please inform us by sending email to [email protected]
Please include the following information in Your notice: (a) if the notification concerns claimed infringement, identification of the work(s) or other subject matter protected by intellectual property rights claimed to have been infringed and a statement of ownership to such work(s) or subject matter protected by intellectual property rights; (b) identification of the material that is claimed to be infringing or illegal and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (c) information reasonably sufficient to permit us to contact You, such as an address, telephone number and e-mail address at which You may be contacted; (d) if the notification concerns claimed infringement, a statement that to the best of Your knowledge the use of the material in the manner complained of is not authorized by the right owner, its agent or the law, and that You are either the right owner or authorized to act on behalf of the right owner; and (e) Your physical or electronic signature.
You agree to indemnify, defend and hold Chili Search, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement.
Chili Search shall pursue to use its reasonable efforts to ensure that the Service is available. HOWEVER, YOU AGREE THAT SERVICE IS PROVIDED “AS IS” AND YOUR SOLE RECOURSE IN THE EVENT YOUR ARE DISSATISFIED WITH THE SERVICE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 BELOW. CHILI SEARCH MAKES NO WARRANTY, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF AVAILABILITY, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
Chili Search shall have the right to suspend temporarily or permanently the Service or its part at any time for maintenance or for any other reason. Chili Search shall strive to notify You of such suspensions, but is under no obligation to do so.
IN NO EVENT SHALL CHILI SEARCH BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF CHILI SEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND CHILI SEARCH’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO EUR 50. Without limiting the foregoing, Chili Search shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Chili Search, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Service.
Either Party may terminate this Agreement with or without cause by sending a written notice to the other Party. Such termination will become effective at the end of the calendar month following the calendar month during which such notice was given.
If You have subscribed for a fixed-term Plan with advance payment, You are not entitled to refund if You terminate this Agreement during the agreed term. If Chili Search terminates this Agreement to end before the expiry of a fixed-term Plan for reasons not attributable to and You have paid advance fee covering the whole term, Chili Search will refund proportional part of the advance fee for the calendar months during which You cannot enjoy the Service due to the early termination.
Upon termination, (i) the provision of Service to You shall cease immediately, (ii) You shall remove any tags or other references to Chili Search from Your Website; (iii) Chili Search may delete all Materials from the Service, observing, however that Chili Search has a right, but no obligation, to retain the Materials or its part in order to enable You to reactivate the Service.
Your payment obligations and Sections 3, 4, 5, 6, 7 and 9 shall survive any termination or expiry of this Agreement.
If You and Chili Search have concluded a separate written agreement regarding Your use of the Service, You agree not to disclose the terms and conditions of such Agreement to any third party.
Chili Search may use general information (such as the name and/or logo) related to You and the Website in its marketing of the Service pursuant to good business practises and reasonable guidelines submitted by You from time to time. You may present Yourself on the Website and in public as user of the Service pursuant to good business practises and reasonable guidelines submitted by Chili Search from time to time.
Chili Search may change the terms and conditions of this Agreement, the Price List or the terms and conditions of the Plan at any time by posting the changed information and documents at chilisearch.com and by striving to inform You of the change via email, at chilisearch.com or otherwise. By continuing to use the Service following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both parties.
This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement.
Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Chili Search and You. Chili Search is not acting as Your representative or agent with respect to the Service. The relationship between Chili Search and You is one of independent contractors.
The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. Chili Search may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.
This Agreement shall be governed by the laws of Germany, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Germany Chamber of Commerce. The language of the arbitration shall be English or other language agreed by the Parties.