Date Last Modified: 07/27/2008

In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by RedGage, LLC in the user interface for any Service; or (B) by actually using the Services. In this case, you understand and agree that RedGage, LLC will treat your use of the Services as acceptance of the Terms from that point onwards. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with RedGage, LLC, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services. Each use of the services provided by RedGage, LLC is an acceptance of these Terms of Service

1. The RedGage Network
RedGage, LLC (hereinafter ?RedGage?) is a Florida Corporation which develops and maintains a network of content creators and advertisers. RedGage also owns related technologies that facilitate the distribution of content from participating content creators and that provide links to advertising content from participating advertising partners. This network and technology are referred to after this as the "RedGage Network." RedGage makes, or may make, the RedGage Network available to the public through one or more channels. These channels include but are not limited to the following: (a) Online, via the RedGage website (currently located at "http://www.redgage.com") (the "RedGage Site") and/or via the websites, software applications, plug-ins, blogs, media search engines, toolbars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of RedGage and RedGage's distribution partners. All of the channels mentioned above in this section 1: (a) are referred to after this collectively as "Online Distribution"; (b) Broadcast, via cable, satellite and digital television, video, laser disc, DVD, CD-Rom and motion picture distribution, whether over-the-air, wireless or in the foregoing hard-copy media (collectively, "Broadcast Distribution"); and (c) Distribution via mobile phones and other handheld devices ("Mobile Distribution"). All distribution channels, including but not limited to (a), (b) and (c), are referred to collectively as the "RedGage Referral Network."

2. The RedGage Partner Program

The RedGage Network, the RedGage Site, the RedGage Referral Network and related products and services are together referred to as the "RedGage Products". The RedGage Partner Program permits You, which includes all visitors, content creators, advertisers, and public community members, to participate in, use and/or obtain access to the RedGage Products in a variety of ways. These include but are not limited to the following: (a) Participation as a content creator, by creating and submitting content for distribution in the RedGage Referral Network.(hereinafter anyone who participates in this content creation and submission is an "Content Creator"); (b) Participation as an advertising sponsor, by creating and submitting advertising content for distribution in the RedGage Referral Network (hereinafter a "Sponsor"); (c) Participation as a member of RedGage, by submitting reviews, communicating with other RedGage Partner Program members and sharing or submitting other information (hereinafter a "Community Member"); (d) Participation as a Referrer of Content Creators in the RedGage Referral Network.

3. Registration
To Participate, You must register online with RedGage at the RedGage Site, or through the websites of a RedGage third party affiliate or partner, and create a unique, password-protected account ("Account"). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that RedGage will have no responsibility or liability, directly or indirectly, for: (I) the availability of the external websites or resources of such third party affiliates or partners; (ii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on, such third party affiliates or partners, regarding Your Account; or (iii) failure to deliver notices or payments that result from inaccurate Account information.

4. Policies
Your Participation is subject to all applicable RedGage specification guidelines, requirements and policies which RedGage may provide from time to time. These include but are not limited to the Copyright Policy, the Privacy Policy and any specification guidelines (together, the "Policies"). You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the RedGage Partner Program.

5. Modifications
RedGage, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, the RedGage Products or the RedGage Partner Program (or any parts thereof). Modifications to this Agreement and Policies will be posted on the RedGage Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the RedGage Products or the RedGage Partner Program will be effective upon posting to the RedGage Site. You agree that RedGage shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies, the RedGage Products or the RedGage Partner Program. By continuing to Participate after RedGage has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation and implement the termination procedures set forth in Section 14.

6. Participation
At the time of registration, You will be given the opportunity to select one or more features of the RedGage Partner Program in which You wish to Participate (for example, as a Content Creator or a Community Member). To remain eligible for Participation, You must at all times comply with the terms and conditions of this Agreement and all Policies. RedGage reserves the right to refuse Participation to any applicant or participant at any time in its sole discretion and to terminate the Account in accordance with Section 14. Your participation may include that of a ?Content Creator? who provides content, a ?Referrer? of content for additional Content Creators, a ?Sponsor? providing ads, or a ?Public Member? viewing or contributing to the RedGage website.

(a) Content Creators. If You Participate as a Content Creator, You are solely responsible for all content You transmit or submit to RedGage or through the RedGage Partner Program, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, "Content"). RedGage disclaims all liability relating to Your Content. As more fully set forth in Section 17 ("Representations and Warranties"), Restrictions on Content submissions are detailed in Section 22(j).

In connection with RedGage's marketing, distribution and provision of the RedGage Partner Program as contemplated herein, You permit RedGage, as further described in Section 10, to (I) host, index and cache Your Content; (ii) tag Your Content with information that will be used by RedGage to identity it as Your Content and assist RedGage in properly tracking and calculating any revenue amounts that You may earn; (iii) associate RedGage's ad insertion software ("Ad Insertion Software") with Your Content to enable RedGage, if applicable and in RedGage's discretion, to deliver Ads (as defined below) with Your Content; (iv) distribute, or have distributed, Your Content in the RedGage Referral Network; and (v) engage in such further actions regarding Your Content as may be necessary or appropriate in order to effect the purposes of the RedGage Partner Program.

RedGage may, in its sole discretion may: (a) reject, suspend access to or remove any of Your Content from the RedGage Network at any time that RedGage deems it unsuitable for the RedGage Network or for distribution in the RedGage Referral Network; and (b) modify any meta data You submit with Your Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. RedGage shall have no liability for taking such actions. You agree and accept that RedGage does not guarantee that Your Content will be distributed on any part of the RedGage Referral Network and that distribution may be subject to acceptance by any of the Third Party Service Providers.

During the Term, You may request in writing that RedGage remove any or all of Your Content from the RedGage Site. Upon such request, RedGage will remove any Ads associated with such Content and Your right to receive compensation, if any, for the removed Content will automatically terminate. In accordance with Section 8 ("Revenue and Payment Terms") below and the Payment Schedule separately defined from this agreement, RedGage will pay You all undisputed amounts for the removed Content, if any, due to You within ninety (90) days from the last day of the month in which such request to remove occurs. Upon such a request to remove Content, RedGage will use commercially reasonable efforts to ensure the Content is removed from the RedGage Site within seventy-two (72) hours following Your written request. However, You acknowledge and agree that RedGage shall have no obligation to attempt to remove from distribution: (I) any of Your Content that is otherwise publicly available through the Internet or other publicly accessible medium; or (ii) any of Your Content that is distributed by Referrers in the RedGage Referral Network or their end users without monetary compensation or commercial purposes.

In the event that RedGage fails to remove such requested Content from the RedGage Site within seventy-two (72) hours after Your written request for removal, RedGage shall not be liable to You for damages or charges of any kind in an amount greater than ten dollars ($10). For the avoidance of doubt, RedGage cannot, and has no obligation to, remove any of Your Content that has been distributed through the RedGage Referral Network.

(b) Sponsors. If You Participate as a Sponsor, You are solely responsible for all advertising content You transmit or submit to RedGage or through the RedGage Partner Program, whether created by or for You, including but not limited to: (i) artwork, written content, images, photos, graphics, music, animation, data, text, information, URLs, hypertext links, scripts and the content and material included in such components; and (ii) websites and content proximately reachable from such content (collectively, "Ads"). Prior to providing any Ads and Participating as a Sponsor, You may be required to read and accept additional written terms and conditions governing Your submission of Ads to RedGage (the "Advertiser Agreement"). RedGage disclaims all liability relating to Your Ads and You agree to indemnify RedGage for all loses RedGage incurs associated with the Ads. You may not submit Ads that contain any pornographic, infringing, hate-related, violent or illegal content. In connection with RedGage's marketing, distribution and provision of the RedGage Partner Program as contemplated in this Agreement, and in addition to the terms set forth in the Advertiser Agreement, You permit RedGage to: (a) tag Your Ad with information that will be used by RedGage to identity it as Your Ad and assist RedGage in properly tracking and calculating any revenue amounts that You may owe to RedGage; (b) associate Your Ad with Content, and (c) distribute, or have distributed, Your Ad in the RedGage Referral Network via Online Distribution. Your Ad is "associated" with Content, within the meaning of this Agreement, when, as the result of the operation of RedGage's Ad Insertion Software, Your Ad is visible before, during, or after display of Content. RedGage may, in its discretion, reject, suspend access to or remove any of Your Ads from the RedGage Network at any time. You agree and accept that distribution of Your Ads on any part of the RedGage Referral Network may be subject to acceptance by any applicable Third Party Service Providers.

(c) Public Members. If You register to Participate, You will automatically become a Public Member. As a Public Member, You may communicate with RedGage and other Account holders, post or publish comments or rating features regarding Content and Ads, RedGage Products or the RedGage Partner Program in, as may be made available at RedGage's complete discretion, a discussion group, chat area, bulletin board, feedback area, news group, email functionality or other communication feature. All such communications are referred to after this as "Member Comments". You are solely responsible for all Member Comments You transmit or submit to RedGage or through the RedGage Partner Program, whether created by or for You, including but not limited to websites and content proximately reachable from such Member Comments. RedGage disclaims all liability relating to Your Member Comments, and You agree to indemnify RedGage for all loses RedGage incurs associated with the Member Comments. You may not submit any Member Comments that contain any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content.

(d) Active Accounts
To maintain your Account as a Content Creator or Referrer, within each ninety (90) day period of time, you must either post new Content or provide a new link referral. If you do not actively participate in at least one of these identified ways with the RedGage Network within each ninety (90) day period, RedGage may close and terminate your account in accordance with the Termination procedures in Section14, int its sole discretion or in compliance with federal or state law.

7. Participation at Your Own Risk
Your Participation is at Your own risk. Although the RedGage Partner Program enables users to connect and share Content and Member Comments with one another and with end users or viewers, RedGage has no responsibility to control of monitor any information or exchanges between or among users. RedGage does not control the Content, Ads and Member Comments made available through the RedGage Products. Some people may find Content, Ads and Member Comments objectionable, inappropriate or offensive. RedGage does not control or guarantee, nor is RedGage responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Content, Ads and Member Comments. RedGage assumes no responsibility for monitoring any Content, Ads or Member Comments or conduct during Participation. If RedGage chooses, at any time in its sole discretion, to monitor (in whole or in part) Content, Ads, Member Comments or conduct during Participation, RedGage nonetheless assumes no responsibility for Content, Ads and Member Comments, no obligation to modify or remove any Content, Ads or Member Comments and no responsibility for conduct during Participation. You agree that RedGage has no responsibility or liability for the deletion or failure to store, maintain or transmit any Content, Ads or Member Comments, and You agree to indemnify RedGage for all loses RedGage incurs associated with the deletion or failure to store, maintain or transmit any Content, Ads or Member Comments.

8. Revenue and Payment Terms
(a) Payments Due to You
You may be able to generate revenue through Participation as a Content Creator or a Referrer, through valid, end user activity relating to Content and Ads. Such activity could include for example, without limitation, full Content views or clicks on an Ad, conversion of an Ad click to a sale, or delivery of an Ad impression displayed in connection with Content (collectively, "Advertising Actions"). All payments are in accordance with the Payment Schedule, which is subject to change without prior notice.

Content Creator Revenue
Subject to Your compliance with the terms and conditions of this Agreement, and depending on the distribution channels (and associated revenue structure, if any) made available to and selected by You, RedGage will pay You in accordance with the Payment Schedule, provided you have an active and valid Member Account, and payment is made to RedGage from the applicable Sponsors and Third Party Service Providers, less any third party affiliate acquisition fees and Referrer fees, as a result of valid Advertising Actions, confirmed by RedGage and the Advertiser generated in connection with Your Content distributed in the RedGage Referral Network. You understand and agree in the event Your Content is distributed (I) by certain Third Party Service Providers and Referrers via Broadcast Distribution or Mobile Distribution; or (ii) with non-commercial sponsorship or Ads, such distribution may not generate revenue for You.

Referrer Revenue
Subject to Your compliance with the terms and conditions of this Agreement, and depending on the distribution channels (and associated revenue structure, if any) made available to and selected by You, RedGage will pay You in accordance with the Referrer Payment Schedule, provided you have an active and valid Member Account, and payment is made to RedGage from the applicable Sponsors and Third Party Service Providers, less any third party affiliate acquisition fees, as a result of valid Advertising Actions generated in connection with Content and Ads distributed by You through Your Referral Sites. You understand and agree that Your distribution of Content (I) via certain Broadcast Distribution or Mobile Distribution channels; or (ii) that contains non-commercial sponsorship or Ads, may not generate Referral revenue for You.

(b) Payments Due RedGage.
Sponsor Fees
The method of calculating fees You may owe RedGage will be set forth in any Advertiser Agreement between You and RedGage. RedGage reserves the right to charge for certain features of the RedGage Partner Program, such as Management Services or Applications and to change its fees from time to time in its discretion.

(c) Payment Terms.
Amounts due to You, if any, in connection with Your Participation as a Content Creator or Referrer, will be determined solely by RedGage based on Advertising Action data?regarding impressions, clicks, conversions and other applicable metrics?collected by and/or supplied to RedGage and in accordance with the Payment Schedule and/or Referrer Payment Schedule, provided upon request after a valid Member Account is created. Payments earned as a result of valid Advertising Actions will accrue and be posted to Your Account. All payments will be made in U.S. Dollars. Generally, accrued payments will be available for withdrawal or transfer forty-five (45) days after the end of the calendar month in which they accrued. RedGage will not be liable for damages resulting from any failure to post payments to Your Account within such forty-five (45) day period. Notwithstanding the foregoing, RedGage shall make no payments until such accrued payments total at least twenty-five dollars ($25.00). You will not be entitled to receive interest on any Account payments. Except as contemplated by subsection (d) ("Exceptions") below, payments will remain in Your Account until: (a) You transfer such amounts to other payment system acceptable to RedGage; (b) You direct RedGage in writing to distribute such payments to a designated payment system acceptable to RedGage, or (c) RedGage exercises its options under Section 14 ("Term and Termination") below. If You dispute RedGage's payments made to You under this Agreement, You must notify RedGage in writing within thirty (30) days of RedGage depositing such payment to Your Account. Failure to notify RedGage in this manner will result in Your waiver of any claim relating to such dispute. RedGage will use reasonable efforts to resolve any such dispute in good faith, but RedGage's resolution will be final. You are responsible for any and all applicable taxes or charges imposed by any government entity in connection with Your Participation.

RedGage may change its pricing and/or payment structure at any time, upon thirty (30) days' prior notice of any such change (unless RedGage is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been posted on the RedGage Network(or such other time period specified in such notice).

If any such modified payment terms are not acceptable to You, Your only recourse is to cease Participation or terminate your Account in accordance with Section 14. By continuing to Participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, RedGage may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide.

(d) Exceptions. RedGage will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts from or posted to Your Account, determined or reasonably suspected by RedGage in its sole discretion to have resulted from: (I) Action Fraud (as defined in Section 11 ("Action Fraud") below), including without limitation through any clicks originating from Your IP addresses or computers under Your control, solicited by payment of money, false representation or request for end users to click on Ads, or Actions co-mingled with a significant number of invalid Advertising Actions; (ii) Advertising Actions originating on Content that breaches this Agreement, including but not limited to the restrictions set forth in Section 12 ("Adult Content") and Section 13 ("Copyright Infringement"); or (iii) fraudulent, misleading or false activities. RedGage reserves the right to withhold or deduct payment, if applicable, or suspend or otherwise disable Your Account, pending RedGage's reasonable investigation of any of the foregoing or any breach of this Agreement by You.

9. Privacy
Participation is governed by the RedGage Privacy Policy located http://www.redgage.com/privacy, which is incorporated into this Agreement by reference. Furthermore, by Participating, You understand that when You (or Your end users if You are a Referrer) view or interact with RedGage Products and features of the RedGage Partner Program (for example, by clicking on an Ad), RedGage may collect (and You may provide to RedGage) information that is specific to how You (or Your end users) access and use the Internet as well as how You (or Your end users) view and/or interact with RedGage Products ("Access Information"). Access Information may include, but is not limited to, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, search terms used, referring/exit pages, platform type and date/time information. This information is anonymous and does not personally identify a user. RedGage uses Access Information for the purpose of monitoring delivery and distribution of the Content and Ads, improving Ad targeting, delivery and reporting, improving the RedGage Products and the RedGage Partner Program and measuring their effectiveness with users. Access Information may be shared with RedGage's Third Party Services Providers, affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.

10. Proprietary Rights & Licenses
(a) RedGage's Ownership Rights.
RedGage and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the RedGage Products and the RedGage Partner Program, and all such rights to all derivative works or enhancements of, in and to, or relating to, the RedGage Products and the RedGage Partner Program. By entering into this Agreement or by Your Participation, You will not acquire any intellectual property or similar rights in the RedGage Products, the RedGage Partner Program or related products and services other than a limited right to use the Products for Your personal benefit. You agree You will not (I) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the RedGage Products, the RedGage Partner Program or related products and services; or (ii) use RedGage's name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without RedGage's prior written consent.

(b) Your Ownership Rights. Subject to the licenses granted in this Agreement, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Content that is submitted, posted or displayed by You on or through the RedGage Products and RedGage Partner Program. By posting or providing Content or Ads, You grant RedGage an unlimited, worldwide, non-exclusive right and license to use, display, distribute, copy, share, modify and create derivative works of Your content and Ads without further compensation or payment. RedGage shall not acquire any right, title or interest in or to such Content, except as provided herein. Any rights not granted by You herein are deemed retained by You. As more fully described in Section 14 ("Term and Termination"), You have the right to terminate this Agreement and revoke certain licenses You are granting in this Agreement, with respect to all Content You provide or with respect to particular works You provide. If You choose to revoke in writing any of Your revocable licenses, RedGage will use commercially reasonable efforts to remove Your Content from the RedGage Site reasonably promptly upon receipt of Your written notice of revocation and will make reasonable efforts to notify authorized Referrers (i.e., those distributing Your Content with Ads) for whom it has current and up-to-date information. You acknowledge that You are aware that RedGage has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that RedGage assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, RedGage is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers or against Referrers who fail to cease using Your Content upon revocation. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights. RedGage may, at its discretion, choose to assist You in connection with protecting or enforcing Your intellectual property rights in a particular instance; in such event, this does not mean that RedGage has an obligation to do so in any other instance and this does not mean that RedGage has an obligation to effectively protect or enforce Your intellectual property rights.

(c) RedGage's Trademark License to You.
During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the RedGage Network (the "RedGage Marks") solely for purposes of identifying RedGage and solely in connection with Your permitted activities under this Agreement. You agree that the RedGage Marks and all associated goodwill are and will remain the sole property of RedGage, that any goodwill generated as a result of Your licensed use of RedGage Marks belongs exclusively to RedGage and inures solely to the benefit of RedGage, and that Your use of RedGage Marks is subject to RedGage's control of the quality of any products or services with respect to which You may be authorized to use RedGage Marks.

(d) Content Creators:
Your Revocable Limited License to RedGage.
In connection with Your Participation as a Content Creator, and solely insofar as such supplemental distribution channels are made available to and selected by You, in order to allow RedGage to distribute Your Content in the RedGage Referral Network, You hereby grant (or warrant that the owner of such rights has expressly granted) to RedGage a worldwide, revocable, non-exclusive, sublicensable, limited right and license to use, copy, distribute, reproduce, make derivative works, modify and adapt (solely to permit RedGage to conform and adapt Your Content to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), excerpt, publish, transmit, publicly perform, display, reference, store, host, index and cache, in any form, medium or technology now known or later developed, any Content, Member Comments or materials You submit to RedGage, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed. You understand that Your revocable limited license to RedGage includes Your grant to RedGage of the right to create, display and distribute a derivative work based on Your Content and the use of Content Creator?s name, which derivative work is comprised solely of Your Content as adapted to include RedGage's computer software, including RedGage's Ad Insertion Software, whose functions are to enable Ads to be associated with Your Content, to identity Your submission as Your Content, to assist RedGage in properly tracking and calculating any revenue amounts that You or Referrers may earn, and to effect related functions. (After this we refer to the aforementioned derivative work as "Your RedGage Derivative Content.") RedGage's rights, with respect to Your RedGage Derivative Content, are limited to its rights set forth in this Agreement, and RedGage expressly waives and disclaims, with respect to You, any other rights it might otherwise hold to Your RedGage Derivative Content under copyright law. As more fully described in Section 14 ("Term and Termination"), this license will terminate: (i) with respect to any Content that You have requested be removed in writing in accordance with Section 6(a) ("Participation (Content Creators)"); and (ii) upon termination of the Agreement in accordance with Section 14 ("Term and Termination").

(e) Content Creators: Your Revocable Online Commercial Distribution License.
In connection with Your Participation as a Content Creator, in order to allow RedGage and others to distribute Your RedGage Derivative Content in the RedGage Referral Network through Online Distribution, You hereby grant (or warrant that the owner of such rights has expressly granted) to RedGage, Third Party Service Providers and Referrers a limited, revocable right to use, reproduce, publicly perform, distribute and display Your RedGage Derivative Content and Content Creator?s name for monetary compensation or commercial purposes in the RedGage Referral Network as contemplated by this Agreement and to engage in such further actions relating to and in connection with Your Content as may be necessary or appropriate in order to effect the purposes of the RedGage Referral Network.

(f) Content Creators: Your Irrevocable Non-Commercial Distribution License.
In connection with Your Participation as a Content Creator, You hereby grant (or warrant that the owner of such rights has expressly granted) to any persons or entities who want to use Your RedGage Derivative Content in a manner not intended for commercial advantage or private monetary compensation, a right to use, reproduce, publicly perform, distribute and display Your RedGage Derivative Content for non-commercial purposes. Insofar as RedGage holds any rights to Your RedGage Derivative Content pursuant to Section 10(d) of this Agreement, RedGage also grants the rights stated in this paragraph to such persons or entities.

(g) Content Creators: Your Revocable Broadcast and Mobile Distribution License.
In connection with Your Participation as a Content Creator, in order to allow RedGage to distribute Your Content in the RedGage Referral Network through Broadcast Distribution and Mobile Distribution, solely insofar as such distribution is made available to and selected by You, You hereby grant (or warrant that the owner of such rights has expressly granted) to RedGage a worldwide, revocable, royalty-free, non-exclusive sublicensable right and license to: (i) use, reproduce, modify and adapt (solely to conform and adapt to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), reference, store, host, index and cache, and (ii) excerpt, publish, transmit, distribute, publicly perform, display in the RedGage Referral Network through Broadcast Distribution and Mobile Distribution, in any form, medium or technology now known or later developed, Your Content, Content Creator?s name, or materials You submit to RedGage, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed, in connection with RedGage's marketing, distribution and provision of the RedGage Products and RedGage Partner Program. This license gives RedGage the right to display and distribute, or have displayed and distributed, Your Content via Broadcast Distribution and Mobile Distribution for no fee to the end user. RedGage reserves the right to display Ads in connection with any Broadcast Distribution and Mobile Distribution of Your Content.

(h) Sponsors: Your License to RedGage.
The licenses relating to the use and distribution of Your Ads will be set forth in any Advertiser Agreement between You and RedGage.

(i) Referrers: Your Revocable Right to Commercially Distribute RedGage Derivative Content. Subject to Your compliance with the terms and conditions of this Agreement, You have a limited, revocable, non-sublicensable right to use, reproduce, publicly perform, distribute and display for commercial purposes, solely via Online Distribution in the RedGage Referral Network as contemplated by this Agreement, RedGage Derivative Content made available to You by RedGage, and to engage in such further actions relating to and in connection with such RedGage Derivative Content as may be necessary or appropriate in order to effect the purposes of the RedGage Referral Network. Upon termination of this Agreement or any individual RedGage Derivative Content right granted hereunder, by RedGage, a Content Creator or a Sponsor, Your rights to use and distribute such RedGage Derivative Content for commercial purposes will immediately cease. You may not display or distribute Content or Ads via Broadcast Distribution or Mobile Distribution unless You have first obtained RedGage's express prior written approval to do so under a separate written agreement executed by both You and RedGage.

(j) Referrers: Your Right to Distribute Other Materials.
Subject to Your compliance with the terms and conditions of this Agreement, RedGage hereby grants You the right to use and distribute via Online Distribution certain RedGage content, RedGage Site content and other materials, insofar as such materials are made available to You by RedGage during the term of this Agreement, and to "frame," "mirror" or otherwise copy portions of the RedGage Site and RedGage content as may be made available to You by RedGage. RedGage reserves the right, in its sole and absolute discretion, to revoke the license set forth in this Section 10(k) at any time, effective immediately upon notice to You.

(k) Public Members: Your License to RedGage.
In connection with Your Participation as a Public Member, by uploading, submitting, emailing, posting, publishing or otherwise transmitting any Member Comments, You hereby grant (or warrant that the owner of such rights has expressly granted) RedGage a worldwide, royalty-free, non-exclusive, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish and transmit such Member Comments in any form, medium or technology now known or later developed. You warrant that any Member Comments You submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, You warrant that all so-called moral rights in the Member Comments have been waived.

(l) Your Information.
You authorize RedGage to use, as applicable to Your Participation, Your trademarks, service marks, trade names, Content Creator?s name, proprietary logos, domain names, Referral Site usage statistics and any other source or business identifiers (collectively, "Your Information") in presentations, as a feature on the RedGage Site, marketing materials, customer lists and financial reports, in connection with RedGage's marketing, distribution and provision of the RedGage Products and RedGage Partner Program. You also grant RedGage a non-exclusive license to index and cache Your Information and any portion thereof, by manual or automated means (including with web spiders and crawlers), for purposes of promoting, providing and improving the RedGage Products and the RedGage Partner Program and for soliciting other distributors, publishers, creators and advertisers to use the RedGage Products and Participate. You acknowledge and agree: (i) that You understand that You may provide, and RedGage may collect, Your Information during Your Participation; and (ii) that Your Information may be shared with RedGage's affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.

(m) No Endorsement; No Publicity.
RedGage does not endorse, verify, evaluate or guarantee any information or Content or Ads provided by users, including You, and nothing shall be considered as an endorsement, verification or guarantee of any information or Content or Ads. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, (i) containing or suggesting an endorsement by RedGage of You or Your Content or Ads; or (ii) relating to this Agreement, without the prior review and written approval of RedGage. Notwithstanding the foregoing, You may accurately disclose and describe Your Participation and Your Content (for example, describing and promoting Your Content on Your blog or in emails).

(n) Reserved Rights.
You will not attempt to modify, prepare derivative works from, translate, adapt, edit, decompile, disassemble or reverse engineer any specifications, technology, applications or software programs provided or made accessible to You or used by RedGage in connection with the RedGage Products and RedGage Partner Program in any way, unless expressly authorized in writing by RedGage. RedGage may modify the format and look and feel of the RedGage Products and RedGage Partner Program from time to time. Excluding Your Content or Ads, You agree to assign and hereby do assign to RedGage and its licensors (as applicable) all right, title and interest in and to any part of the RedGage Products and RedGage Partner Program that You may have or acquire during Your Participation. You warrant that all so-called moral rights You may have in the RedGage Products or RedGage Partner Program are hereby waived. You will not delete, remove, obscure or in any manner alter the copyright, trademark, license or other proprietary rights notices affixed to or contained in the RedGage Products or RedGage Partner Program. Any rights not expressly granted herein are deemed withheld.

11. Action Fraud
You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid Advertising Actions. If, in RedGage's reasonable business judgment, Advertising Actions or activity related to Your Account is suspected or determined to be so-called "click fraud" or "impression fraud", whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on an Ad, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an Ad for the purpose of generating an improper click value and generating revenue (collectively, "Action Fraud"), RedGage may suspend or otherwise disable Your Account until such time as the matter is resolved to RedGage's satisfaction.

12. Adult Content Prohibited
You will not use the RedGage Site or RedGage Partner Program for any purpose or in any manner to display, post or make available any sexual, pornographic or erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the RedGage Site or RedGage Partner Program any Content, Ads or Member Comments, that is of, or is suggestive of, a sexual, pornographic or erotic nature ("Adult Content"). Examples of content that RedGage, in its sole discretion, considers to be Adult Content include, but are not limited to material that is pornographic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts or ?R? rated or ?X? rated by third party rating services. If RedGage finds Content that it determines, in its sole discretion, contains Adult Content, RedGage may, without notice, remove or block access to such Content. RedGage reserves the right to suspend or cancel at any time and without notice Your Account, or deduct or withhold payments related to any Content or Ads, that RedGage, in its sole discretion, determines to be in violation of this Section. RedGage will take all appropriate steps with Content that RedGage believes violates applicable laws, including cooperation with any law enforcement investigation. If You see content that You believe is Adult Content or is in violation of law or this Section, You should contact RedGage immediately.

13. Copyright Infringement
You will not use the RedGage Site or RedGage Partner Program for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through the RedGage Site or RedGage Partner Program any content, that infringes the copyrighted works or violates the intellectual property rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), it is RedGage's policy to respond to notices of any actual or alleged infringement that are reported to RedGage's "Designated Copyright Agent" and that comply with the DMCA. It is RedGage's policy to terminate the Accounts of users of repeat infringers or of users repeatedly charged with infringement, in appropriate circumstances. If You believe that a work has been copied in a way that constitutes copyright infringement, You should send a notice of infringement to RedGage's Designated Copyright Agent in accordance with RedGage's Copyright Policy including the following:
Your address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
A description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Attn: Copyright Agent-RedGage
1926 Hollywood Boulevard - Suite 315
Hollywood, FL 33020

14. Term and Termination
(a) Termination.
RedGage may immediately terminate this Agreement, or cancel the RedGage Partner Program, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account or providing notice to RedGage as set forth in Section 15 ("Notifications").

(b) Effect of Termination. General.
Upon termination or expiration of this Agreement, Your right to Participate (including but not limited Your right to receive compensation, if any, as a Content Creator or a Referrer) will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the RedGage Partner Program system. Upon termination: (i) all licenses granted to You hereunder will immediately terminate; (ii) You will promptly destroy all copies of RedGage content in Your possession or control; and (iii) RedGage will pay all undisputed amounts, if any, due to You within ninety (90) days from the last day of the month in which termination occurs. In no event, however, shall RedGage make payments for any earned balance less than twenty dollars ($20.00). Upon termination, RedGage may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related licenses You have granted RedGage shall remain in effect for this purpose only. In the event that this Agreement or the RedGage Partner Program expires or is terminated, RedGage shall not be obligated to return any materials to You.

(c) Content Creators, Sponsors, Community Members, Referrers, Public Members.
Upon termination, RedGage will remove any Ads or deactivate any Ad links associated with Your Content, remove any of Your Ads and any Community content you have posted or delivered to RedGage. Although RedGage will use commercially reasonable efforts to ensure Your Content, remove any of Your Ads and any commentary You have posted or delivered to RedGage, Although RedGage will use commercially reasonable efforts to ensure the above identified items are removed from the RedGage Site within seventy-two (72) hours following termination, RedGage shall have no obligation to remove any of the above identified items that: (i) are otherwise publicly available through the Internet or other publicly accessible medium; or (ii) any of the above identified items that are distributed by Referrers in the RedGage Referral Network or their end users without monetary compensation as set forth in Section 10(f) ("Content Creators: Your Irrevocable Non-Commercial Distribution License"). In the event that RedGage does not remove any of the above identified items from the RedGage Site within seventy-two (72) hours through inadvertence or other error, RedGage shall not be liable to You for damages or charges of any kind in an amount greater than the revenues You would have been entitled to under this Agreement but for the termination. For the avoidance of doubt, RedGage cannot, and has no obligation to, remove any of the above identified items that have been distributed through the RedGage Referral Network.

(d) Survival.
The rights and obligations contained in Section 10(a) ("RedGage's Ownership Rights") and 10(b) ("Your Ownership Rights"), Section 10(f) ("Content Creators: Your Irrevocable Non-Commercial Distribution License"), Section 10(j) ("Referrers: Your Right to Distribute Other Materials"), Section 14(b) ("Effect of Termination"), Section 14(c) ("Survival"), Section 16 ("Confidential Information"), Section 19 ("Indemnity"), Section 20 ("No Guarantees; Warranty Disclaimers"), Section 21 ("Limitation of Liability") and Section 22 ("General") of this Agreement will survive termination or expiration of this Agreement for any reason.

15. Notifications
RedGage may provide notices, regarding administrative matters related to your account or the operation of the RedGage Network, to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the RedGage Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the RedGage Site). Any notices to RedGage must be sent either: (i) via first class or air mail or overnight courier to RedGage, LLC, 1926 Hollywood Boulevard - Suite 315 Hollywood, FL 33020; or (ii) via confirmed facsimile (fax number (954) 620-0224), with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt.

16. Confidential Information
During the term of this Agreement, You may receive confidential information from RedGage related to Your Participation. Except as expressly authorized by this Agreement or necessary for performance under this Agreement, You will use reasonable efforts to maintain the confidentiality of all such information and You will not disclose such information without the prior written consent of RedGage. In no event will You use less effort to maintain the confidentiality of such information than You ordinarily use with respect to Your own confidential information. The foregoing will not restrict You from disclosing confidential information of RedGage: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that if You are required to make such a disclosure, You give reasonable and timely notice to RedGage to contest such order or requirement; and (b) on a confidential basis to Your legal or financial advisors, or prospective acquirers or investors. Examples of RedGage confidential information include without limitation: (i) all software, technology, services, algorithms, search engines and search indices, programming, specifications, materials, guidelines and documentation relating to the RedGage Products and the RedGage Partner Program; (ii) click-through or Advertising Action rates, conversion rates and other statistics relating to the RedGage Products and the RedGage Partner Program; and (iii) Trial Features or any other information designated in writing by RedGage as "Confidential" or an equivalent designation. Notwithstanding the foregoing, You may accurately disclose the amount of RedGage's payments, if any, to You made pursuant to this Agreement. Confidential information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by You; (b) is rightfully known by You at the time of disclosure without a confidentiality obligation; (c) is independently developed by You without use of RedGage's confidential information; or (d) You rightfully obtain from a third party without disclosure restrictions.

17. Representation & Warranties
(a) Your Authority.
You represent and warrant to RedGage that: (i) You have all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You have provided, and will continue to provide, information that is correct and current; (iii) You are the owner?or the authorized agent of the owner?of Your Content (if You are a Content Creator), Your Ads (if You are a Sponsor), Your Referral Sites (if You are a Referrer), and Your Member Comments (if You are a Public Member) and have full technical and editorial control of the same; (iv) You have the right to grant the licenses granted under this Agreement; (v) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (vi)Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (vii) You will Participate solely for the purposes intended and expressly permitted.

(b) Your Materials.
You represent and warrant that Your Content (if You are a Content Creator), Your Ads (if You are a Sponsor), Your Referral Sites (if You are a Referrer), Your Member Comments (if You are a Public Member) or any other information or material You submit or make available to others during Your Participation, and RedGage's use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Adult Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the RedGage Products or Participation in the RedGage Partner Program; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Content, Your Ads and Your Referral Sites are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the RedGage Partner Program or disable, damage or erase any portion of the Content or Ads processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.

(c) Your Actions.
You represent and warrant that You will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the RedGage Products or the RedGage Partner Program through any means not intentionally made available by RedGage to You, or attempt to gain unauthorized access to RedGage's database, technology, computer systems or networks associated with the RedGage Products or the RedGage Partner Program; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the RedGage Products and the RedGage Partner Program.

(d) Cooperation.
You agree to cooperate fully with RedGage to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of this Section 17 ("Representations and Warranties") is a material breach of this Agreement and that RedGage may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your Account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. RedGage reserves the right to investigate, at its own discretion, any activity that RedGage suspects may violate this Agreement. RedGage may, as applicable, withhold payment, notify Your bank, the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if RedGage, in its sole discretion, (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Agreement or any Policies or rules established by RedGage; or (ii) suspects that Your actions may be illegal or cause liability.

18. Links
The RedGage Products and the RedGage Partner Program may provide, or third parties may provide, links to other websites or resources. Because RedGage has no control over such sites and resources, You acknowledge and agree that RedGage is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that RedGage shall not be responsible or liable, directly or 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, goods or services available on or through any such website or resource.

19. Indemnity
You will indemnify, defend and hold RedGage and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and applicable third parties (e.g., relevant content creators, advertisers, Referral partners, referral partners, service providers, licensors, licensees, consultants and contractors) (collectively, the "RedGage Entities") harmless from and against any claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys' fees and costs) directly or indirectly arising out of or in any way relating to: (i) Your negligence, Your gross negligence or willful misconduct; (ii) Your Content (if You are a Content Creator), Your Ads (if You are a Sponsor), Your Referral Sites (if You are a Referrer), Your Member Comments (if You are a Public Member) or any other information or material You submit during Participation; (iii) Your conduct, including Your use of RedGage Products or any other actions related to Your Participation; (iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by You hereunder; or (v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by You (collectively, the "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the RedGage Entities. RedGage shall have the right to withhold any payments due to You, if any, to offset liabilities and expenses covered hereunder. RedGage shall have the right, in its sole discretion, to select its own legal counsel to defend RedGage from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all RedGage's reasonable attorneys' fees incurred in connection therewith. You shall notify RedGage immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or RedGage's ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of RedGage, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for RedGage.

20. No Guarantees; Warranty Disclaimer
(a) No Guarantees.
RedGage makes no guarantees: (i) regarding the availability, operation, maintenance, timing or delivery of the RedGage Products, the RedGage Partner Program or any distribution channel (or any portion thereof); (ii) that Participation will secure any success or generate any revenue or the amount of payment (if any) to be made hereunder; (iii) that Content or Ads will be distributed in the RedGage Referral Network; (iv) regarding the relevancy of any Ads to Content; or (v) regarding Advertising Action rates, including the level or number of clicks, conversions to sales or impressions on any Ad, in connection with Content.

(b) Warranty Disclaimers.
Your use of the RedGage Products and Participation in the RedGage Partner Program are at Your sole discretion and risk. The RedGage Products and the RedGage Partner Program, and all materials, information, products and services included therein, are provide on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind.
THE REDGAGE ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE REDGAGE PRODUCTS AND THE REDGAGE PARTNER PROGRAM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.

The RedGage Entities disclaim any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the RedGage Products or the RedGage Partner Program; (ii) regarding the goods, services, advise, information or links provided by any Third Party Services Providers, Content Creators, Sponsors, Referrers or Public Members; (iii) that the RedGage Products or the RedGage Partner Program will meet Your requirements; or (iv) that the RedGage Products or the RedGage Partner Program will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by You from RedGage or from Your Participation, shall create any warranty not expressly stated in this Agreement.

RedGage assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the RedGage Products or the RedGage Partner Program or combination thereof, including any injury or damage to You or to any person's computer related to or resulting from Participation.

Under no circumstances shall RedGage be responsible for any loss or damage, including personal injury or death, resulting from Participation, from any Content, Ads or Member Comments posted on or through the RedGage Products or the RedGage Partner Program, or from the conduct of any users of the RedGage Products or Participation in the RedGage Partner Program, whether online or offline.

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.

21. LIMITATION OF LIABILITY
THE REDGAGE ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE REDGAGE PRODUCTS, YOUR PARTICIPATION IN THE REDGAGE PARTNER PROGRAM OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE REDGAGE PARTNER PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT REDGAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REDGAGE'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO REDGAGE FOR THE REDGAGE PRODUCTS OR PARTICIPATION IN THE REDGAGE PARTNER PROGRAM.

You acknowledge that RedGage permits Your Participation relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties. RedGage shall have no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to RedGage's infrastructure or connectivity to the Internet, or failure of any Referral Site or third party distribution partner, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, RedGage will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.

22. General
(a) Governing Law; Arbitration.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to this Agreement. Except as expressly set forth in subsection (b) below ("Injunctive Relief"), any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be submitted to the American Arbitration Association or its successor (herein collectively "ADR") and decided by binding arbitration, in accordance with the ADR's Commercial Arbitration Rules and Procedures as such rules shall be in effect on the date of submission to arbitration, by one arbitrator reasonably familiar with the business pertaining to the products and services covered by this Agreement, appointed in accordance with such Rules and Procedures. The arbitrator shall apply Florida law to the merits of any dispute or claim. The decision of the arbitrator shall be in writing and shall be final and unappealable. The arbitration shall be conducted in Broward County, Florida, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any action is brought by either party in connection with this Agreement, the prevailing party will be entitled to recover from the other party all the costs, attorneys' fees and other expenses reasonably incurred by such party. Any judgment upon award of the arbitrator shall be enforceable against a party and may be entered in any court having jurisdiction of the parties. All offers, promises, conduct and statements, whether oral or written, made in the course of the arbitration (other than the arbitrator?s award) by any of the parties, their agents, employees, experts and attorneys, and by the arbitrator and any ADR employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the arbitration.

(b) Injunctive Relief.
Notwithstanding the "Governing Law; Arbitration" section above, You agree that certain breaches by You would cause irreparable injury to RedGage, for which there are no adequate remedies at law, and nothing in this Section shall be deemed to prevent or delay RedGage's attempt to seek a temporary restraining order, preliminary injunction, specific performance or other interim or conservatory relief from any court having jurisdiction, without any abridgment of the power of the arbitrator, for Your breach of: (i) Section 10(a) ("RedGage's Ownership Rights"); (ii) Section 13 ("Copyright Infringement"); and (iii) Section 16 ("Confidential Information").

(c) Assignment.
You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of RedGage. Any attempted assignment in violation of this Section will be null and void and of no force or effect. RedGage may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

(d) Waiver; Severability.
The failure to require performance of any provision shall not affect RedGage'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 portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

(e) Export Restrictions/Legal Compliance.
You agree to comply with all United States and other applicable export laws and related restrictions and regulations, and not to directly or indirectly export, provide or otherwise make available the services and products of RedGage in violation of any such export laws, unless any required prior authorizations or necessary approvals are obtained by You, at Your expense, from the applicable United States or foreign authority.

(f) Entire Agreement.
This Agreement constitutes the entire and exclusive understanding and agreement between You and RedGage regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and RedGage relating to this subject matter. You may be subject to additional terms and conditions that may apply when You use or access certain features of the RedGage Partner Program.

(g) Relationship.
You and RedGage are independent contractors, and this Agreement, including but not limited to submission or distribution of any Content or Ads, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the You and RedGage. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.

(h) Reserved Rights.
RedGage reserves the right to change, in whole or in part, the names, logos, presentation and display of the RedGage Member Agreement, the RedGage Partner Program and the RedGage Products at any time in its sole discretion.

(i) Prohibited Uses
You will not post any Content or use the Service for any purpose that violates (i) Federal, state or local laws or regulations, (ii) community standards, (iii) International treaties or (iv) these terms, conditions, or notices. You will not use the Service in any manner that violates or infringes upon the rights of others. You will not use the Service to solicit the performance of any activity that is prohibited by law or to solicit any RedGage customer to become a customer of any other provider of services competitive with RedGage. You may not use the Service in any manner that could damage, disable, overburden, or impair RedGage or interfere with any other party's use and enjoyment of it. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with RedGage. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through RedGage.

You agree that You will not (i) modify any specifications, technology or application codes, including without limitation RedGage's Ad Insertion Software, provided to You by RedGage or as embedded in the Content in any way, unless expressly authorized in writing by RedGage; (ii) intersperse any content between Content and its related Ad or between an Ad and the Ad page accessed by an end user after clicking on any part of an Ad (the "Advertiser Page"), or otherwise provide anything other than a direct link from Content to an Ad or from an Ad to an Advertiser Page; (iii) disrupt, intercept or redirect an end user away from any Ad links or Advertiser Page or provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; or (iv) frame, minimize, remove or otherwise inhibit the full and complete display of any Advertiser Page.

By way of example, and not as a limitation, you agree that when using the Service, you will not: (1) Use the Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise),
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (2) Publish, transfer, distribute or disseminate any information which may be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Mature Audiences section, distributed only to people legally permitted to receive such content, and subject to the Mature Audiences Terms of Use; (3) Publish, transfer, distribute or disseminate any information which may include an inappropriate or unlawful topic, name, material or information; (4) Transfer, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same; (5) Use any material or information, including images or photographs, which is made available through RedGage in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; (6) Publish, transfer, distribute or disseminate any information that includes personal or identifying information about another person without that person's explicit consent; (7) Publish, transfer, distribute or disseminate any information that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch"; (8) Publish, transfer, distribute or disseminate any information that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through RedGage; (9) Transfer files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another; (10) Advertise or offer to sell or buy any goods or services for any business purpose other than those expressly allowed on RedGage; (11) Post, email or otherwise make available links to commercial services or websites other than those expressly allowed on RedGage; (12) Download any file transferred by another user of RedGage that you know, or reasonably should know, cannot be legally distributed in such manner; (13) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is transferred; (14)
Restrict or inhibit any other user from using and enjoying RedGage; (15) Violate any code of conduct or other guidelines which may be applicable to RedGage; (16) Harvest or otherwise collect information about others, including e-mail addresses; (17) Violate any applicable laws or regulations; (18) Create a false identity for the purpose of misleading others; (19) Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of RedGage or other RedGage user or usage information or any portion thereof.

(j) Headings/Titles
The paragraph/section headings provided herein are for convenience of reference only and shall not serve as a basis for interpretation or construction of this Agreement.