Caribseek One! Service Agreement

1. Acknowledgment and Acceptance of Service Agreement

1.1 The Caribseek One! Service ("Caribseek One!" or the "Service"), owned and operated by Caribseek International ("Caribseek"), is provided to you ("you" or "Applicant") under the terms and conditions of this Caribseek One! Service Agreement (the "Agreement").

1.2 By completing the service registration form and clicking the "I Accept" button, you represent and warrant that you are 18 years of age or older, that you agree to provide true and accurate information as prompted by the registration form, and that you agree to be bound by this agreement.

1.3 Caribseek reserves the right, in its sole discretion, to change, modify, add, or remove all or parts of the Agreement at any time with or without notice. Please refer back to this Agreement often.

2. Description of Caribseek One! Service

2.1 Caribseek One! is a fee-based service that allows you to pay for consideration of your website for possible inclusion in Caribseek's Search Directory of Caribbean and Caribbean related websites (the "Search Directory") within a specified guaranteed timeframe. By submitting through Caribseek One!, Caribseek's directory editors will review your website for compliance with the minimum website criteria (see section 3.). Inclusion in the Caribseek Search Directory is not guaranteed.

2.2 In consideration of your payment and participation in Caribseek One! in accordance with this Agreement, Caribseek agrees that its search directory team of editors will review your website for possible inclusion in the Search Directory and respond to you within twenty-four (24) hours when your website is submitted on a business day during business hours(excluding holiday periods observed by Caribseek and any delays due to problems processing your payment). Response times are measured by Caribseek's eMail servers.

2.3 In order for Caribseek to consider your website for inclusion in the Search Directory, you must submit a valid credit card number as part of the registration process. You agree that your credit card will be charged the then current, applicable non-refundable fee for timely review and response.

2.4 If Caribseek is unable to successfully charge your card or if the charge is refused, your website will not be considered for inclusion in the Search Directory. It is the Applicant's responsibility to provide current and correct credit card information.

2.5 If your website offers services on a subscription basis, you must provide Caribseek a trial user-ID or password as part of the registration form. The user-ID/password will be used by Caribseek solely as part of its evaluation of whether your website meets and maintains the minimum website criteria explained below.

2.6 The current fee for Caribseek One! for initial consideration in the Search Directory is a non-refundable fee of US$ 249.00 (two hundred forty-nine U.S. dollars) applicable for each website or URL submitted. The listing of your website in the Caribseek Search Directory is for 1 (one) year.

2.7 You acknowledge that the payment of this fee is for consideration of your website and does not in any way guarantee that your website will be included in the Search Directory.

Your payment only guarantees that Caribseek will consider and respond to your request within twenty-four (24) hours when your website is submitted on a business day during business hours, by either accepting or not accepting your website.

You expressly agree to pay to Caribseek such fee whether or not your website is accepted or denied inclusion in the Caribseek Search Directory.

2.8 Nothing in this agreement obligates Caribseek to list, link to, accept, or otherwise host your website anywhere on Caribseek or in the Search Directory. In addition, if your website is accepted, nothing in this agreement obligates Caribseek to place your website within a specific island category or subcategory of the Search Directory or to provide any comments or annotations with the listing of your website.

2.9 Please note that Caribseek One! is only open to websites that are not already listed in the Search Directory. Do not submit your website to Caribseek One! program if your website already appears in the Search Directory.

If you submit a website that already exists in the Search Directory through Caribseek One!, your credit card will be charged the then-current, applicable fee for timely review.

2.10 Nor should you submit change requests to the Caribseek One! program. If you need to make a change to your listing in the Search Directory (this includes changes in the URL, title, description and/or keywords of the existing website), you must use the change form and not Caribseek One!.

If you submit change requests through Caribseek One!, you will be charged the then-current, applicable fee for timely review, and the changes you submit will not be made.

2.11 You represent and warrant that the website you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this section. Further, you warrant and represent that all aspects of the website submitted for consideration comply with all applicable laws and regulations.

2.12 For each listing accepted into the Caribseek Search Directory, there is a recurring annual fee to maintain the listing in the Search Directory for each subsequent year at the then current Caribseek Cool! rate.

3. Minimum website Criteria

3.1 All websites submitted to Caribseek One! must meet the following first set of minimum criteria. Caribseek will only list:

• Caribbean websites;
• Caribbean related websites;
• Websites by the Caribbean Diaspora with Caribbean related content;
• Websites with content highly relevant to the Global Caribbean Community.

3.2 All websites submitted to Caribseek One! must meet the following second set of minimum criteria:

• The website must comply with one of the criteria in section 3.1;
• If the website is a commercial or business website, the official business name and address must be visible to any visitor of that website;
• The website must clearly define its purpose, products and/or services;
• The website does not appear in the Search Directory under a different URL;
• The website is fully functional and all links on the website are working properly;
• The website does not contain parts that are under construction;
• The website must support multiple browsers and capabilities;
• The website is up and running 24 hours a day, seven days a week, the whole year.
• The website does not consist largely of affiliate links;
• The website must not be dedicated to directing the user to another page;
• The same website is not submitting under the same URL more than once. Example: http://www.caribseek.com, http://www.caribseek.com/index.shml and http://caribseek.com.

3.3 All websites submitted to Caribseek One! must meet the following third set of minimum criteria:

• The website does not offer adult oriented content and/or services;
• The website does not offer offending content;
• The website does not contain illegal content.

3.4 All websites submitted to Caribseek One! must meet the following fourth set of minimum criteria. During the registration process the Applicant must provide at least:

• A short title for the website, preferably the business or commercial name;
• An objective, concisely, accurately and well written description of the content of the website in no more than 250 characters (including spaces);
• A list of no more than 20 keywords separated only by spaces.

3.5 Only websites that meet the abovementioned criteria will be further considered for possible inclusion in the Search Directory. These criteria are minimum requirements only, and Caribseek, in its sole discretion, may consider other criteria before accepting, rejecting, or removing a website.

4. Selection and Listing of Websites

4.1 Caribseek reserves the right to decide whether, where, and how a website is listed in the Search Directory. If Caribseek accepts your website for inclusion in the Search Directory, Caribseek will consider your preferences, but reserves the right to list your website in any island category or subcategory as Caribseek regards appropriate, in its sole discretion. Caribseek reserves the right not to include any specific keywords, comments, or annotations with the listing of a website in the Search Directory.

4.2 Caribseek also reserves the right, in its sole discretion, to remove your website from the Search Directory, move the listing to a different island category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, services or content as available on the website.

4.3 Any and all press releases and other public statements related to the inclusion or possible inclusion of your website in the Search Directory, including the method and timing of such statements, must be approved in advance by Caribseek in writing. Caribseek reserves the right to withhold approval of any public announcement in its sole discretion.

5. Acceptance or Rejection of Websites

5.1 Caribseek will contact Applicant by eMail describing whether the website has been accepted or rejected.

5.2 If the website is rejected, Applicant is entitled to request one reconsideration, or appeal, of the website at no additional charge by sending an eMail to the address provided by Caribseek. Caribseek must receive the Applicant's eMail within thirty days from the date that Caribseek transmits the rejection eMail to the Applicant. If a timely request is received, Caribseek will again review the Applicant's website and will then notify Applicant of its final decision regarding including the website in the Search Directory. If Caribseek reaffirms its denial of the website, no further appeals or submissions will be considered for that website.

5.3 If Caribseek accepts a suggested website, Applicant is entitled to request one reconsideration of the placement of the website, comment fields, title and keywords at no additional charge by sending an eMail to the address provided by Caribseek. Caribseek must receive the Applicant's eMail within thirty days from the date that Caribseek transmits the acceptance eMail to the Applicant. If a timely request is received, Caribseek will again review the Applicant's website and will then notify Applicant of its final decision regarding the website.

5.4 It is the Applicant's responsibility to keep Applicant’s eMail address current with Caribseek.

5.5 Once a website is included in the Search Directory, if Applicant makes any substantial changes to the website, Applicant must make use of Caribseek's standard change process form to make any changes to the listing in the Search Directory.

6.0 Removal of Websites

6.1 Caribseek reserves the right to remove your website from the Search Directory for any reason, in its sole discretion, including but not limited to failure to meet the minimum criteria in section 3.

7. Applicant Privacy

7.1 Caribseek maintains information about the Applicant on Caribseek servers and administration, including but not limited to Applicant's registration information.

7.2 Applicant agrees that Caribseek may use such information in aggregate form for marketing or other promotional purposes.

7.3 Applicant agrees that Caribseek may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Caribseek or others; provided, however, that nothing in this section shall impose a duty on Caribseek to make any such disclosures.

7.4 Caribseek may contact Applicant regarding Caribseek One! using the Applicant's eMail address provided during the registration process (or as updated by Applicant).

8. Indemnity

8.1 Applicant agrees to indemnify, defend, and hold harmless Caribseek, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Caribseek One! service, the acceptance or rejection of Applicant's suggested website, any alleged violation of this Agreement, or any alleged violation of any rights of others. Caribseek reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.

9. Disclaimer of Warranties and Liabilities

9.1 The Service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Neither this Agreement nor any documentation furnished under it is intended to express or imply any warranty that the Service will be uninterrupted, timely, or error-free. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so some of these exclusions may not apply to you.

9.2 Caribseek, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, shall not be liable, under any circumstances or legal or equitable theories whatsoever, for any loss of business, profits, or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental, or consequential damages of any character, even if Caribseek is aware of the risk of such damages, that result in any way from applicant's use of or inability to use this Service, Caribseek's acceptance or rejection of a suggested website, or Caribseek's continued listing of a website in the Search Directory.

9.3 Caribseek’s liability to Applicant shall not, for any reason, exceed the amount actually paid by Applicant to Caribseek under this agreement.

10. Force Majeure

10.1 Caribseek is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, hurricanes, volcano activities, flooding, earthquakes, terrorism, or other causes beyond Caribseek’s reasonable control.

11. Notices

11.1 Any notices or communications under the Agreement shall be by electronic eMail or in writing, and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below.

11.2 If to Caribseek, such notices shall be addressed to coolone@caribseek.com or to Caribseek International at Kaya W.F.G. (Jombi) Mensing 18, Curaçao, Netherlands Antilles.

11.3. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section.

11.4 It is the Applicant's responsibility to provide an accurate mailing and eMail address, and to ensure that Caribseek is notified of any changes to Applicant's mailing address or electronic eMail as specified in this Section.

12. Entire Agreement

12.1 This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous proposals, both oral and written, representations, writings, and all other communications between the parties with respect to such subject matter.

13. General

13.1 The Agreement and the relationship between Applicant and Caribseek are governed by the laws of The Netherlands Antilles.

13.2 Applicant and Caribseek hereby submit to the personal and exclusive jurisdiction of the Superior Court of the Netherlands Antilles for the resolution of disputes arising from or in connection with this Agreement.

13.3 Caribseek's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties never-the-less agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect.

13.4 Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be filed in the Superior Court of the Netherlands Antilles within one (1) calendar year after such claim or cause of action arose or be forever barred.

13.5 The section titles and numbering in the Agreement are for convenience only and have no legal or contractual effect.