Basic Terms of Use
Welcome to the Red9, Incorporated (“Red9”) website, Red9.com (the “Red9 Site”). The following Terms of Use for the Red9 site is a legal contract between you, an individual user or a single entity (collectively or individually “Users”), and Red9 regarding your use of the Red9 Site. Together, Users and Red9 are referred to herein individually as “Party” or collectively as the “Parties”. When using the Red9 Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All Guidelines are hereby incorporated by reference into these Terms of Use.BEFORE USING THE RED9 SITE, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE RED9 SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE RED9 SITE.

1. Eligibility

In order to use the Red9 Site, you must be the age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. You represent that you meet the eligibility requirements in this Section. In any case, you affirm that you are over the age of 13, as the Red9 Site is not intended for children under 13. If you are using or opening an account on the Red9 Site on behalf of a company, entity, or organization (each, a “Subscribing Organization”), then you represent and warrant that you: are an authorized representative of that Subscribing Organizationwith the authority to bind such Subscribing Organization to these Terms and agree to be bound by these Terms on behalf of such Subscribing Organization.

2. Privacy Notice

Your privacy is important to Red9. Red9’s Privacy Policy is hereby incorporated into these Terms by reference. Please read this notice carefully for information relating to Red9’s collection, use, and disclosure of your personal information.

3. Modification of the Terms

Red9 reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. All changes shall be effective immediately. In the event of a material change, we will notify you via e-mail according to your account preferences. Please check these Terms periodically for changes. Your continued use of the Red9 Site after the posting of changes constitutes your binding acceptance of such changes.

4. Red9 Site Access

Red9 grants you permission to use the Red9 Site as set forth in these Terms, provided that and for so long as (i) you use the Red9 Site solely for your personal use; (ii) except as expressly permitted or indicated in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Red9 Site in any medium without Red9’s prior written authorization; (iii) you do not alter or modify any part of the Red9 Site other than as may be reasonably necessary to use the Red9 Site for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you otherwise fully comply with these Terms. The Red9 Site is controlled and offered by Red9 from its facilities in the United States of America. Red9 makes no representations that the Red9 Site is appropriate or available for use in other locations. If you are accessing or using the Red9 Site from other jurisdictions, you do so at their own risk and you are responsible for compliance with local law.

5. Ownership; Proprietary Rights

As between the Parties, the Red9 Site including the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, Red9 trademarks and logos, and all other elements of the Red9 Site that are provided by Red9 (“Red9 Materials”) are owned and/or licensed by Red9. Red9 Materials do not include Non-Red9 Content (as defined below). Except as expressly authorized by Red9, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Red9 Site or the Red9 Materials. Red9 reserves all rights not expressly granted in these Terms. User shall not acquire any right, title, or interest to the Red9 Materials, except for the limited rights set forth in these Terms. Red9 makes no representations or warranties as to the accuracy or completeness of any Red9 Materials.

6. User Submissions

  • (a) General. The Red9 Site may now or in the future permit the submission and posting or linking of media, text, audio and video recordings, photos, commentary or any other content submitted by you and other users (“User Submissions”), and the hosting, sharing, and/or publishing of such User Submissions. User Submissions are not controlled by Red9. Red9 makes no representations that it will publish or use your User Submissions in any way and may or may not use your User Submissions in its sole discretion. You understand that whether or not such User Submissions are published, Red9 does not guarantee any confidentiality with respect to any User Submissions.
  • (b) Grant of Rights. By submitting User Submissions to Red9, you hereby grant Red9 and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable license, with the right to grant and authorize sub-licenses, to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the Red9 Site and Red9’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Red9 Site (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You grant Red9 and its affiliates and sublicensees the right to use the name that you submit in connection with such User Submission if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Submissions. You also hereby grant to each user of the Red9 Site a non-exclusive license to access your User Submissions through the Red9 Site, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions but only to the extent permitted by the functionality of the Red9 Site and these Terms.
  • (c) Your Representations and Warranties Regarding User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Red9 to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by Red9 and these Terms, and to grant the rights and license set forth in this Section, and (ii) your User Submissions, Red9’s use of such User Submissions pursuant to these Terms, and Red9’s exercise of the license rights set forth in this Section, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.
  • (d) Prohibited Uses of User Submissions. In connection with your User Submissions, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Red9 Site: (i) any falsehoods or misrepresentations that could damage Red9 or any third party; (iii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) advertisements or solicitations of business, products, or services; or (v) any material that would be harmful to minors in any manner.

7. Non-Red9 Content Disclaimer

You understand that when using the Red9 Site you will be exposed to User Submissions and other third party content or information (together the “Non-Red9 Content”) from a variety of sources, and that you may be exposed to Non-Red9 Content that is inaccurate, offensive, indecent, or otherwise objectionable. Red9 does not endorse any Non-Red9 Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will Red9 be liable in any way for or in connection with the Non-Red9 Content, including, but not limited to, for any inaccuracies, errors or omissions in any Non-Red9 Content, any intellectual property infringement with regard to any Non-Red9 Content, or for any loss or damage of any kind incurred as a result of the use of any Non-Red9 Content posted, emailed or otherwise displayed, communicated, transmitted through or in connection with the Red9 Site, including any information provided by any participant in the Red9 materials.

8. Non-Monitoring of Users and Non-Red9 Content

You understand that you, and not Red9, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit or otherwise make available through the Red9 Site. Red9 does not control the Non-Red9 Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Non-Red9 Content for any purpose. If at any time, Red9 chooses, in its sole discretion, to monitor the Non-Red9 Content, Red9 nonetheless assumes no responsibility for the Non-Red9 Content, no obligation to modify or remove any inappropriate Non-Red9 Content, and no responsibility for the conduct of the user submitting any such Non-Red9 Content. You agree that you must evaluate, and bear all risks associated with the use of any User Submissions or other Non-Red9 Content, including any reliance on the accuracy, completeness, usefulness, or legality of such User Submission or other Non-Red9 Content.

9. Removal of Non-Red9 Content

Red9 and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Non-Red9 Content that is available on the Red9 Site in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.

10. Account Information

In order to access some features, services and content of the Red9 Site reserved for participants (“Premium Content”), you will have to register for an account, and be accepted into, the Red9 premium program and pay all applicable fees associated therewith (such users, the “Paid Users”). You represent and warrant that the information you provide to Red9 upon registration and, at all other times, will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent, and agree that Red9 may access, preserve and disclose your account information and User Submission, for us in the Red9 materials or otherwise, as permitted pursuant to the Privacy Policy.

11. Password

If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify Red9 at admin –at– red9.com. You may be liable for the losses incurred by Red9 or others due to any unauthorized use of your account.

12. Prohibited Uses of the Red9 Site

  • (a) As a condition of your use of the Red9 Site, you hereby represent and warrant that you will not use the RED9 Site for any purpose that is unlawful or prohibited (including without limitation, the prohibitions in this Section) by these Terms.
  • (b) Any use by you of any of the Red9 Materials and Red9 Site other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Red9 Site, use of the Red9 Site, access to the Red9 Site, or Non-Red9 Content obtained through the Red9 Site, for any purpose other than for your personal use.
  • (c) You agree not to use the Red9 Site if you do not meet the eligibility requirements described in Section 1 above.
  • (d) You agree not to defame, harass, abuse, threaten, stalk or defraud users of the Red9 Site, or collect, or attempt to collect, personal information about users or third parties without their consent.
  • (e) You agree not to intentionally interfere with or damage, impair or disable the operation of the Red9 Site or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.
  • (f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Red9 Site, features that prevent or restrict the use or copying of any part of the Red9 Site, or features that enforce limitations on the use of the Red9 Site.
  • (g) You agree not to attempt to gain unauthorized access to the Red9 Site, or any part of it, other accounts, computer systems or networks connected to the Red9 Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Red9 Site or any activities conducted through the Red9 Site.
  • (h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Red9 Site. You agree neither to modify the Red9 Site in any manner or form, nor to use modified versions of the Red9 Site, including (without limitation) for the purpose of obtaining unauthorized access to the Red9 Site.
  • (i) You agree that you will not use any robot, spider, scraper, or other automated means to access the Red9 Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Red9 Site.
  • (j) You agree not to utilize framing techniques to enclose any trademark, logo, or other Red9 Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Red9’s name or trademarks without our express written consent.
  • (k) You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Red9 Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
  • (l) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Red9 Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • (m) You agree not to modify, adapt, translate, or create derivative works based upon the Red9 Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • (n) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

13. Paid Users

Premium Content is for the private, non-commercial enjoyment of Paid Users only. Any other use is strictly prohibited. If you are a Registered User, you agree not to copy, publish, or in any way make available Premium Content to non-Paid Users. To prevent access by multiple users sharing one Registered User’s account, Red9 reserves the right to limit access for each Registered User to a fixed number of physical locations or machines or to a specific number of simultaneous logons.

14. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Red9 Site are solely between you and such advertiser. YOU AGREE THAT RED9 WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE RED9 SITE.

15. Links and Third Party Websites

Red9 or third parties may provide links on the Red9 Site to other sites including the content therein (“Reference Sites”). Red9 has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by the Red9 Site. Red9 provides links to you only as a convenience, and the inclusion of any link on the Red9 Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the Red9 Site. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

16. Availability of Service

Red9 may make changes to or discontinue any of the media, content, or services available within the Red9 Site or in connection with the Red9 programs and materials at any time, and without notice. The media, content or services on the Red9 Site may be out of date, and Red9 makes no commitment to update these materials on the Red9 Site.

17. User Disagreements

  • (a) Red9. You agree that Red9, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have through the Red9 Site or your use of the Red9 Site, and remove and discard all or any part of your account or any User Submission, at any time, regardless of whether you are a Registered User. You agree that your access to the Red9 Site or any account you may have or portion thereof may be terminated without prior notice, and you agree that Red9 shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Red9 may have at law or in equity. No refunds will be given to Paid Users upon such termination.
  • (b) User. If you are dissatisfied with the Red9 Site, please let us know at admin –at– red9.com. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the Red9 Site, (ii) any term of these Terms, (iii) any policy or practice of Red9 in operating the Red9 Site, or (iv) any content or information transmitted through the Red9 Site, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account and discontinuing your use of any and all parts of the Red9 Site and providing notice of termination at admin –at– red9.com. No refunds will be given to Paid Users upon such termination.

18. N/A

19. Indemnification; Hold Harmless

You agree to indemnify and hold harmless Red9, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including attorney’s fees) arising out of (i) your use or misuse of the Red9 Site; (ii) your User Submissions, including Red9’s use, display or other exercise of its license rights granted herein with respect to your User Submissions; (iii) your violation of these Terms; (iv) your violation of the rights of any other person or entity, including claims that any User Submission infringes or violates any third party intellectual property rights; (v) your breach of the foregoing representations, warranties, and covenants; and (vi) any unauthorized use of your account not caused by Red9. Red9 reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Red9. Red9 will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

20. Disclaimers; No Warranties

  • (a) Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, THE TERM RED9 INCLUDES RED9’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.
  • (b) No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RED9 DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RED9, THROUGH THE RED9 SITE OR THE RED9 SERVICES OR RED9 MATERIALS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
  • (c) “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE RED9 SITE AND MATERIALS IS AT YOUR SOLE RISK. THE RED9 SITE, USER SUBMISSIONS, NON-RED9 CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES, REFERENCE SITES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE RED9 SITE AND/OR THE RED9 MATERIALS OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
  • (d) Website Operation and Non-Red9 Content. RED9 DOES NOT WARRANT THAT THE RED9 MATERIALS, USER SUBMISSIONS, NON-RED9 CONTENT, RED9 SITE, REFERENCE SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE RED9 SITE, THE RED9 MATERIALS OR SERVICES, OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
  • (e) Accuracy. RED9 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE RED9 SITE, THE RED9 MATERIALS OR SERVICES, OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(f) Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE RED9 SITE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

21. Limitation of Liability and Damages

  • (a) Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL RED9 OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THE RED9 SERVICES, SOFWARE OR MATERIALS, OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE RED9 MATERIALS AND USER SUBMISSIONS ON THE RED9 SITE OR ANY REFERENCE SITES, THE RED9 SITE ITSELF, OR ANY OTHER INTERACTIONS WITH RED9, EVEN IF RED9 OR A RED9 AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • (b) Limitation of Damages. IN NO EVENT SHALL RED9 OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE RED9 SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100 USD) OR FEES (IF ANY) PAID BY YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
  • (c) Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN RED9 AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE RED9 SITE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.

22. Limitations by Applicable Law; Basis of the Bargain

  • (a) Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
  • (b) Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT RED9 HAS OFFERED ITS PRODUCTS AND SERVICES, INCLUDING, IF APPLICABLE, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND RED9, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND RED9. YOU ACKNOWLEDGE AND AGREE THAT RED9 WOULD NOT BE ABLE TO PROVIDE THE RED9 SITE TO YOU OR, IF APPLICABLE, OFFER YOU ENROLLMENT IN THE RED9 SERVICES, MATERIALS, OR SOFTWARE, ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

23. Digital Millennium Copyright Act Compliance

If you are a copyright owner or an agent thereof, and believe that any User Submission or other Non-Red9 Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent at admin –at– red9.com with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
  • (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Red9 Site are covered by a single notification, a representative list of such works from the Red9 Site;
  • (c) 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 Red9 to locate the material;
  • (d) Information reasonably sufficient to permit Red9 to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • (e) A statement that the complaining party has 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
  • (f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

24. Miscellaneous

  • (a) Notice. When you visit the Red9 Site you are communicating with Red9 electronically. You consent to receive communications from Red9 electronically. Although Red9 may choose to communicate with you by regular mail, Red9 may also choose to communicate with you by e-mail or by posting notices on the Red9 Site. You agree that all agreements, notices, disclosures and other communications that Red9 provides to you electronically satisfy any legal requirement that such communications be in writing. Red9 may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Red9 Site. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after email is sent, unless Red9 is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide Red9 with notices only by mail to the address indicated in subsection (l) below.
  • (b) Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.
  • (c) Arbitration. Any dispute between you and Red9 arising out of or in connection with these Terms, the Red9 Site and/or the Red9 materials or services shall be resolved solely and exclusively by confidential binding arbitration with the Atlanta, Georgia branch of JAMS (“JAMS”) to be governed by JAMS’ Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the “JAMS Rules”) and heard before one arbitrator. You and Red9 shall attempt to mutually select the arbitrator. In the event we are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. The prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
  • (d) Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Red9 to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. (e) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
  • (f) Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Red9 without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
  • (g) No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Red9 as a result of these Terms or use of the Red9 Site. You further acknowledge that by submitting User Submissions or other Non-Red9 Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Red9 other than pursuant to these Terms and the terms of any other written agreement entered into between you and Red9 pursuant to your enrollment in the Red9 materials or services, if applicable.
  • (h) Survival. Sections 5, 6, 17, 19, 20, 21, 22, 23 and 24 will survive any termination of these Terms or your account whether by you or Red9.
(i) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

25. Entire Agreement

These terms and any applicable written agreement executed by you and Red9 in connection with the Red9 material or services constitute the entire agreement between you and Red9 relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Red9 as set forth in Section 3 above.

26. Claims

YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE RED9 SITE, SERVICES, MATERIALS OR SOFTWARE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

27. Disclosures

The services here under are offered by Red9, Incorporated, located at 70 Lenox Pointe NE, Suite E, Atlanta, Georgia 30324, email: admin –at– red9.com.Last Updated: December 9, 2016
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