RedGage Terms of Service

Please read these terms of service carefully before using this website. Date Last Modified: 05/14/2013

  1. Your Eligibility and Acceptance
    1. By using or visiting the RedGage (“Company”, “we,” “our,” “us”) website www.redgage.com (“Site”) or any Company products, software, data feeds, and services (collectively the “Program”) provided to you on, from, or through the Site you signify your agreement to (1) these Terms of Service and (2) RedGage’s Privacy Policy, found at http://www.redgage.com/privacy and incorporated herein by reference. If you do not agree to any of these terms or the RedGage Privacy Policy, please do not use the Program.
    2. These Terms of Service, the Privacy Policy, and any other legal notices published by The Company on the Program, shall constitute the entire agreement between you and The Company concerning the Program.
    3. You must be 13 years of age or older to use the Site. You affirm that you are either more than 13 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Program is not intended for children under 13. If you are under 13 years of age, then please do not use the Program.
    4. Although The Company may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up–to–date version http://www.redgage.com/terms. The Company may, in its sole discretion, modify or revise these Terms of Service and its policies at any time, and your continued use signifies your agreement to be bound by such modifications or revisions.
    5. These Terms of Service apply to all users of the Site, including users who are also contributors of Content on the Site, as well as viewers. “Content” includes the text, software, scripts, graphics, photos, blogs, links, documents, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Program.
    6. The Site may contain links to third party websites that are not owned or controlled by The Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, the Company will not and cannot censor or edit the content of any third–party site. By using the Site, you expressly relieve the Company from any and all liability arising from your use of any third–party website. Accordingly, the Company encourages you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit.
  2. Program
    1. The Company develops and maintains a network of content creators and advertisers and owns related technologies that facilitate the distribution of content from participating content creators and provides links to advertising content from participating advertising partners. The Company makes, or may make, the Company Program available to the public through one or more channels. These channels include but are not limited to the following: via the Site, software applications, mobile 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 the Company and the Company’s distribution partners.
  3. Accounts
    1. In order to access some features of the Program, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You agree not to impersonate any other person, or use a name you are not authorize to use. The Company has the right to terminate your use of the Program and the Company, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.
    2. You are solely responsible for the activity that occurs on your account and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. The Company will not be liable for your losses caused by any unauthorized use of your account and you may be liable for the losses of the Company or others due to such unauthorized use.
    3. For your protection, you will be asked to verify your account. Verification is only an indication of increased likelihood that a user’s identity is correct. The Company shall not be responsible for any fraud, deception or misrepresentations by users, whether or not the user is verified. However, the Company, will seek to assist users who may be the victims of fraud if they report the problem promptly. The Company reserves the right to review a business or consumer credit report for any account and reserves the right to close an account based on information obtained during this credit review process.
    4. The Company will not have any liability in connection with any unauthorized interception or use of data relating to you or the Program; any inability by you to use or access the Program or the Site for any reason; any actions or transactions by an individual that uses your user name and password with your consent or knowledge; or any cause over which the Company does not have direct control, including problems attributable to computer hardware or software (including computer viruses or hacking), telephone or other communications, or internet service providers.
    5. The Company may, in its sole discretion, limit the number of users signing into the Program. The Company may also bring in new users based on invitations. The Company may select which users it wants to invite to the Program based on internal policies. The Company may decide to bar viewers from the Site or Program based on their geographic locations or IP addresses based on internal the Company policies.
  4. General Use of the Program — Permissions and Restrictions
  5. The Company hereby grants you permission to access and use the Program as set forth in these Terms of Service, provided that:

    1. The Company develops and maintains a network of content creators and advertisers and owns related technologies that facilitate the distribution of content from participating content creators and provides links to advertising content from participating advertising partners. The Company makes, or may make, the Company Program available to the public through one or more channels. These channels include but are not limited to the following: via the Site, software applications, mobile 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 the Company and the Company’s distribution partners.
    2. You agree not to alter or modify any part of the Program.
    3. You agree not to access Content through any technology or means other than the Site of the Program itself or other explicitly authorized means the Company may designate.
    4. You agree not to use the Program for any of the following commercial uses unless you obtain the Company’s prior written approval:
      • the sale of access to the Program;
      • the sale of advertising, sponsorships, or promotions placed on or within the Program or Content; or
      • the sale of advertising, sponsorships, or promotions on any page of an ad–enabled blog or website containing Content delivered via the Program.
    5. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Program. Notwithstanding the foregoing, the Company grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Company reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Program, nor to use the communication systems provided by the Program (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Program with respect to their Content.
    6. The Company reserves the right to discontinue and/or change any aspect of the Program at any time including but not limited to: site functionality, features etc.
  6. Your Use of Content
  7. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

    1. The Content on the Program, and the trademarks, service marks and logos (“Marks”) on the Program, are owned by or licensed to the Company, subject to copyright and other intellectual property rights under the law.
    2. Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Program and as permitted under these Terms of Service. You shall not download any Content unless you see a “download” or similar link displayed by the Company on the Program for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of the Company or the respective licensors of the Content. The Company and its licensors reserve all rights not expressly granted in and to the Program and the Content.
    3. You agree not to circumvent, disable or otherwise interfere with security–related features of the Program or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Program or the Content therein.
    4. You understand that when using the Program, you will be exposed to Content from a variety of sources, and that the Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless the Company, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Program.
  8. Your Content and Conduct
  9. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

    1. As an account holder you may submit Content to the Program, including user comments. Submitting content to the Program may include but not limited to uploading directly to the site, uploading through mobile applications, imported from third party websites etc. You understand that the Company does not guarantee any confidentiality with respect to any Content you submit.
    2. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Program. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to the Company all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Program pursuant to these Terms of Service.
    3. For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to the Company, you hereby grant the Company a worldwide, non–exclusive, royalty–free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your Content in connection with the Program and the Company’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Program (and derivative works thereof) in any media formats and through or into any media channels. You also hereby grant each user of the Program a non–exclusive license to access your Content through the Program, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Program and under these Terms of Service. The above licenses granted by you in Content you submit to the Program terminate within a commercially reasonable time after you remove or delete your Content from the Program. You understand and agree, however, that the Company may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
    4. You further agree that Content you submit to the Program will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have written permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant the Company all of the license rights granted herein.
    5. You further agree that you will not submit to the Program any Content or other material that is contrary to the Company Code of Conduct or act in violation of the Code of Conduct, currently found at http://redgage.com/terms#codeOfConduct which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
    6. The Company does not endorse any Content submitted to the Program by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with Content. The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Program, and the Company will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. The Company reserves the right to remove Content without prior notice.
    7. If you grant the Program access and permission to integrate with your accounts and your data on third party websites, the Company will have the right to act on your behalf in accordance with the specific permissions you gave the Program through the different technical methods provided to you by the Company.
    8. If you grant the program access and permission to integrate with your accounts and your data in third party web sites the Company will not be responsible for any kind of damage including and not limited to: damage to your digital presence on the Company or to your digital presence on the third party websites, any third party website actions which has any direct or indirect impact on you, or any other third party action that might have direct or indirect impact on you.
    9. You acknowledge that the Company has no obligation to monitor your access to or use of the Site, Program or Company Content or to review or edit any Content or third party materials, but has the right to do so for the purpose of operating the Site and Program, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. The Company reserves the right, at any time and without prior notice, to remove or disable access to any Company Content, third party materials, and any Content, that the Company, in its sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Site or Program.
    10. The Company reserves the right to limit or restrict at any time the size or volume of uploading Content as well as set a limit to the number of total Content uploads a user may have on the Company.
  10. Revenue and Payment Terms
    1. 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, you may be able to generate revenue through participating in the Program by submitting Content and through valid, end user activity relating to the Content, such as Content views or clicks, conversion of a click to a sale, or delivery of an additional information through Content (collectively “Advertising Actions”).
    2. The Company will pay you using a formula based in part on the number of views your Content receives, provided you have an active and valid account. The payment rate will be determined per 1,000 unique views based on internal proprietary Company calculations, policies and algorithms. This rate will change frequently and you can check your current rate on your account balance page. 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.
    3. Amounts due to you, if any, in connection with your participation as a Content submitter will be determined solely by the Company based on Advertising Action data collected by and/or supplied to the Company. Amounts accrued as a result of valid Advertising Actions will be posted to your account. You will not be entitled to receive interest on any accrued amounts in your account. All amounts will be in U.S. Dollars. If and when your available balance is $25 or more, you may withdraw and transfer such amounts to other payment systems acceptable to the Company, such as third party prepaid cards. The Company may deduct from accrued amounts a fee to transfer funds to third party payment systems. The Company will have no liability for third party payment systems and for amounts transferred to third party payment systems. You are solely responsible for accrued amounts once withdrawn. Generally, accrued amounts will be available for withdrawal or transfer forty–five (45) days after the end of the calendar month in which they accrued. The Company will not be liable for damages resulting from any failure to post amounts to your account within such forty–five (45) day period.
    4. In order to withdraw amounts from your account, you must confirm the email address that you registered by responding to a message that the Company will send to that address when you have completed registration. The Company shall not be responsible for payments made to unintended Recipients or for payments made in incorrect amounts due to the input of incorrect information by you.
    5. The Company is not an escrow agent. The amounts accrued to your account belong to you and will become payable once the available balance is $25 or more.
    6. The Company shall not be obligated to pay a user for any payments based on Advertising Actions for which the Company has not been fully paid. Amounts accrued to your account are for use by you only and may not be transferred, sold, or in any other manner passed on to any third party (i.e., distributed to properties managed by you that require separate payments) except as expressly authorized in writing by the Company (including by electronic mail).
    7. Except as contemplated below, payments will remain in your account until: (i) you transfer such amounts to other payment system acceptable to the Company; (ii) you direct the Company in writing to distribute such payments to a designated payment system acceptable to the Company, or (iii) the Company exercises its options under Section 11 below. If you dispute the Company’s payments made to you under this Agreement, you must notify the Company in writing within thirty (30) days of the Company depositing such payment to your account. Failure to notify the Company in this manner will result in your waiver of any claim relating to such dispute. The Company will use reasonable efforts to resolve any such dispute in good faith, but the Company’s resolution will be final. Should the Company need to conduct an investigation or resolve any pending dispute related to your account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. Furthermore, if the Company suspects future malicious usage by you as a result of transactions to your account, the Company may defer payout and/or restrict access to your funds.
    8. The Company reserves the right to withhold payment if it does not have the necessary funds to pay you. The Company has the right to cancel funds reported to your account if, in its sole discretion, it determines that the funds were generated improperly, for example, by your manipulation of the Site or your breach of these Terms.
    9. When you receive a payment, we will update your account activity on the Site and provide you a transaction confirmation in your account balance page. This confirmation will serve as your receipt. Summaries of your account activity are available on our website. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data and (b) reconciling all transaction information that is associated with your account.
    10. Transactions are indicated as Pending, Cleared, Canceled or Removed.
      • “Pending” indicates that a transaction is currently undergoing review by the Company. “Pending” may also indicate that the transaction is awaiting account confirmation.
      • “Cleared” indicates that a transaction has cleared and the funds are available. If the Company subsequently determines that the transaction is related to a prohibited activity or that the transaction is the result of fraudulent activity, the Company may cancel or remove the transaction at any time.
      • “Canceled” indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your account, our inability to validate the legitimacy of a payment, or another reason. You may contact the Company Support for more information.
      • “Removed” indicates that a transaction could not be processed due to various transaction–related reasons.
    11. The Company may change the payment structure (including and not limited to: different methods of payment, minimum amount of money user is allowed to withdraw, number of days before money is transferred to user’s account etc.) at any time, upon thirty (30) days’ prior notice of any such change (unless the Company 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 Company Program (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 12. 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.
    12. You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid Advertising Actions. If, in the Company’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”), the Company may suspend or otherwise disable your account until such time as the matter is resolved to the Company’s satisfaction.
    13. Exceptions. The Company 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 the Company in its sole discretion to have resulted from: (i) Action Fraud, 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 Content, or invalid Advertising Actions; (ii) Advertising Actions originating on Content that breaches this Agreement, including but not limited to Content prohibited under Section 6; (iii) fraudulent, misleading or false activities; or (iv) other actions that violate these Terms of Service. The Company reserves the right to withhold or deduct payment, if applicable, or suspend or otherwise disable your account, pending the Company’s reasonable investigation of any of the foregoing or any breach of this Agreement by you.
    14. If there is no activity in your account (including access or payment transactions) for at least one (1) year, and you have a balance, we may notify you by sending an email to your registered email address and give you the option of keeping your account open and maintaining the balance, taking settlement of the balance, or requesting a check. If you do not respond to our notice within thirty (30) days, we may close your account and later escheat your funds in accordance with applicable law, and if permitted, to the Program.
    15. You are solely responsible for providing and maintaining an accurate address and other contact information as well as payment information associated with your account. For U.S. taxpayers, this information may include without limitation a valid U.S. tax identification number and a fully–completed Form W–9. For non–U.S. taxpayers, this information may include without limitation either a signed certification that the taxpayer does not have U.S. activities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Program. The Company may change its pricing and/or payment structure at any time.
    16. Users many not earn money from the content provided to the Company in countries where it is unlawful or where payment by the Company is impracticable due to laws, regulations, or other circumstances. Such countries include, but are not limited to Afghanistan, Albania, Angola, Azerbaijan, Belarus, Burundi, Cameroon, Central African Republic, Chad, Colombia, The Democratic Republic of the Congo, Côte d'Ivoire (Ivory coast), Cuba, Eritrea, Ethiopia, Gaza & West Bank, Georgia, Haiti, Honduras, Indonesia, Islamic Republic of Iran, Iraq, Democratic People's Republic of Korea, Kuwait, Lao People's Democratic Republic, Lebanon, Liberia, Libyan Arab Jamahiriya (Lybia), Macedonia, Mali, Moldova, Montenegro, Myanmar (Burma), Nauru, Niger, Nigeria, Pakistan, Palestine, Sao Tome and Principe, Serbia, Sierra Leone, Somalia, Sri Lanka, Sudan, Syrian Arab Republic, Timor-Leste, Turkmenistan, Uganda, Uzbekistan, Venezuela, Yemen, Zimbabwe.
  11. The Company’s Rights
  12. Without limiting any other provision of this agreement, the Company reserves the right to take the actions described in this Section 8.

    1. Improper Actions by User. If we have reason to believe that you have engaged in any restricted activities, made excessive or unexplainable transactions, violated any parts of this agreement or provided any incorrect information, we may take various actions to protect the Company, a user, a third party, or you from reversals, chargebacks, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
      • The Company may close, suspend, or limit your access to your account or the services (such as limiting access to any of your payment sources, and your ability to send money, make withdrawals, or remove financial information);
      • The Company may stop other users interactions with you on the site, stop comments and other functions related to you on the Site.
      • The Company may contact your bank or credit card issuer, and warn other users, law enforcement, or impacted third parties of your actions;
      • The Company may update inaccurate information you provided us;
      • The Company may refuse to provide our services to you in the future;
      • and we may take legal action against you.
    2. Right to Cancel. We may cancel any transaction if we believe the transaction violates these Terms or if we believe doing so may prevent financial loss. We may also cancel any electronic value accumulated, transferred, assigned, or sold as a result of fraudulent or illegal behavior.
    3. Sharing of Information. In order to prevent financial loss to you or to us, we may contact affected third parties (including other users), or law enforcement, and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.
  13. Taxes
    1. You are responsible for the payment of any applicable federal, state or local taxes (“Taxes”) arising from your participation in the Program. You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid or withheld for any reason. You are solely responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. You agree to indemnify and hold the Company harmless from and against any claim arising out of your failure to do so.
    2. If in a given calendar year you receive more than $600 in gross payments, the Company will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.
  14. Sweepstakes and Contests
  15. The Company may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Site and Program. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Site and Program, as they may contain additional important information about the Company’s rights to and ownership of the submissions you make as part of the Promotions and as a result of the your participate in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.

  16. Account Termination Policy
    1. The Company may, in its sole discretion, terminate an account at any time for any reason, including user’s access to the Program for any breach of these Terms of Service.
    2. The Company reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. The Company may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of these Terms of Service.
    3. If your account is terminated for any reason, you agree: (a) to immediately stop using the Program, (b) that any license provided to you under these Terms shall end, (c) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (d) that the Company shall not be liable to you or any third party for termination of access to the Program, deletion of your information or account data, or export of your information or account data.
    4. You may terminate this Agreement and other Company agreements by closing your account at any time. Before closing your account it is suggested that you do one final withdrawal. Upon closure of an account, any pending transactions will be cancelled.
    5. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Program.
  17. Warranty Disclaimer
  18. YOU AGREE THAT YOUR USE OF THE PROGRAM SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THE PROGRAM AND YOUR USE THEREOF. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE COMPANY’S PROGRAM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COMPANY’S PROGRAM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE COMPANY’S PROGRAM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PROGRAM. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PROGRAM OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD–PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

  19. Limitation of Liability
  20. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, AND THE LIKE, EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY FAIL OF THEIR ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, AND EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT THE COMPANY HAS PAID TO YOU UNDER THESE TERMS OF SERVICE.

  21. Indemnity
  22. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Program; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Program.

  23. Confidentiality and Security
  24. You agree not to disclose the Company Confidential Information without the Company’s prior written consent. “Company Confidential Information” includes without limitation: (a) all the Company software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) payment rates or other statistics relating to performance in the Program provided to you by the Company; and (c) any other information designated in writing by the Company as “Confidential” or an equivalent designation. However, you may accurately disclose the amount of the Company’s gross payments to you pursuant to the Program. Company Confidential Information does not include information that has become publicly known through no breach by you, or information that has been (i) independently developed without access to Company Confidential Information, as evidenced in writing; (ii) rightfully received by you from a third party; or (iii) required to be disclosed by law or by a governmental authority.

  25. Confidentiality and Security
    1. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the Company’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
      • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
      • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
      • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
      • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. The Company’s designated Copyright Agent to receive notifications of claimed infringement is Elizabeth Hauser. She can be reached at support@redgage.com For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Company customer service through support@redgage.com. You acknowledge that if you fail to comply with all of the requirements of this Section 14, your DMCA notice may not be valid.

    3. Counter–Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter–notice containing the following information to the Copyright Agent:
      • Your physical or electronic signature;
      • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
      • A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
      • Your name, address, telephone number, and e–mail address, a statement that you consent to the jurisdiction of the federal court in Broward County, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
    4. If a counter–notice is received by the Copyright Agent, the Company may send a copy of the counter–notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter–notice, at the Company’s sole discretion.

  26. Assignment
  27. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.

  28. Confidentiality and Security
    1. The Program is controlled and offered by the Company from its facilities in the United States of America. The Company makes no representations that the Program is appropriate or available for use in other locations. Those who access or use the Program from other jurisdictions do so at their own volition and are responsible for compliance with local law.
    2. You further agree that: (i) the Program shall be deemed solely based in Florida; and (ii) the Program shall be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Florida. These Terms of Service shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles.
    3. Any claim or dispute between you and the Company that arises in whole or in part from the Program shall be resolved exclusively by binding, individual arbitration in Dade County, Florida and you waive your right to participate in a class action lawsuit or class–wide arbitration.
    4. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. The Company reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Program following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.
    5. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Program MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
    6. Nothing in these Terms of Service shall be deemed to confer any third–party rights or benefits.
  29. Code of Conduct
  30. You agree not to do any of the following while using the Site, Program or Company Content:

    • Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, including, but not limited to, in any third party materials; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar, offensive, shocking or objectionable; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual, group, class of people or characteristics of any person; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
    • Use, display, mirror, frame or utilize framing techniques to enclose the Site or Program, or any individual element or materials within the Site or Program, the Company’s name, any Company trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without the Company’s express written consent;
    • Access, tamper with, or use non–public areas of the Site or Program, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
    • Attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures;
    • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Site, Program or Company Content;
    • Attempt to access or search the Site, Program or Company Content or download Company Content from the Site or Program through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third party web browsers (such as Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, Safari or Opera);
    • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
    • Use any meta tags or other hidden text or metadata utilizing a Company trademark, logo URL or product name without the Company’s express written consent;
    • Use the Site, Program or Company Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
    • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Program or Company Content to send altered, deceptive or false source– identifying information;
    • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Program or Company Content;
    • Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Program, including, without limitation, sending a virus, overloading, flooding, spamming, or mail–bombing the Site;
    • Collect or store any personally identifiable information from the Site or Program from other users of the Site or Program without their express permission;
    • Impersonate or misrepresent your affiliation with any person or entity;
    • Violate any applicable law or regulation; or
    • Encourage or enable any other individual to do any of the foregoing.

    The Company will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Program security issues, to the fullest extent of the law. The Company may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service or the rights of any third party.