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WEBSITE TERMS OF USE |
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1. AGREEMENT |
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These Terms of Use (the “Agreement”) constitute a legally binding agreement by
and between Redtoll.com (“Redtoll.com”) and you or your company (in either case,
“You” or “Your”) concerning Your use of Redtoll.com’s website (the “Website”)
and the services available through the Website (the “Services”). By using the
Website, You represent and warrant that You have read and understood, and agree
to be bound by, the Agreement and Redtoll.com’s
Privacy Policy (the “Privacy Policy”). IF YOU DO
NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY
POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. |
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2. PRIVACY POLICY |
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By using the Website, You consent to the collection and use of certain
information about You, as specified in the Privacy Policy. Redtoll.com
encourages users of the Website to frequently check Redtoll.com’s Privacy Policy
for changes. |
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3. CHANGES TO AGREEMENT AND PRIVACY POLICY |
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Internet and the applicable laws, rules, and regulations change frequently.
ACCORDINGLY, REDTOLL.COM RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS
PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A
NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO
REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU
FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING
THE SERVICES. Unless Redtoll.com obtains Your express consent, any revised
Privacy Policy will apply only to information collected by Redtoll.com after
such time as the revised Privacy Policy takes effect, and not to information
collected under any earlier Privacy Policies. |
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4. ELIGIBILITY |
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BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT
LEAST 14 YEARS OLD AND YOUR USE OF THE WEBSITE OR SERVICES DOES NOT VIOLATE ANY
APPLICABLE LAW OR REGULATION. Any individual using the Website or Services on
behalf of a company further represents and warrants that they are authorized to
act and enter into contracts on behalf of that company. This Agreement is void
where prohibited. |
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5. LICENSE |
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Subject to Your compliance with the terms and conditions of this Agreement,
Redtoll.com grants You a non-exclusive, non-sublicensable, revocable as stated
in this Agreement, non-transferable license to use the Website and Services.
Except as expressly set forth herein, this Agreement grants You no rights in or
to the intellectual property of Redtoll.com or any other party. The license
granted in this section is conditioned on Your compliance with the terms and
conditions of this Agreement. In the event that You breach any provision of this
Agreement, Your rights under this section will immediately terminate. |
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6. USER INFORMATION/PASSWORD PROTECTION |
In connection with Your use of certain Services, You may be required to complete
a registration form. You represent and warrant that all information You provide
on any registration form or otherwise in connection with Your use of the Website
and Services will be complete and accurate, and that You will update that
information as necessary to maintain its completeness and accuracy by emailing
us at
support@Redtoll.com. For additional information, see the section
concerning User Ability To Access, Update, And Correct Personal Information in
Redtoll.com’s Privacy Policy.
You may also be asked to provide, or may be given, a user name and password in
connection with certain of the Services. You are entirely responsible for
maintaining the confidentiality of Your password. You may not use the account,
user name, or password of someone else at any time. You agree to notify
Redtoll.com immediately of any unauthorized use of Your account, user name, or
password. Redtoll.com shall not be liable for any loss that You incur as a
result of someone else using Your password, either with or without Your
knowledge. You may be held liable for any losses incurred by Redtoll.com, its
affiliates, officers, directors, employees, consultants, agents, and
representatives due to someone else’s use of Your account or password. |
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7. THIRD-PARTY WEBSITES |
The Website may be linked with the websites of a number of third parties
(“Third-Party Websites”), some of whom may have established relationships with
Redtoll.com and some of whom may not. Redtoll.com does not have control over the
content and performance of Third-Party Websites. REDTOLL.COM HAS NOT REVIEWED,
AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE
OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES.
ACCORDINGLY, REDTOLL.COM DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY
WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF
THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY
WEBSITES. REDTOLL.COM DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND
LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES,
RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY
WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT
YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS, TROJAN HORSES, MALICIOUS CODE
AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE
OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR
UNLAWFUL, OR THAT CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES AND
OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES
THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY AND
OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL
TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER
LIABILITIES TO THIRD PARTIES RESULTING FROM TRANSACTIONS OR OTHER ACTIVITIES;
AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT
APPLY TO THOSE THIRD-PARTY WEBSITES. |
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8. CONSENT TO RECEIVE EMAIL |
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By establishing an account with Redtoll.com, You thereby consent to receive
periodic email communications from Redtoll.com regarding the Services and other
matters. |
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9. FEES & REFUND POLICY |
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You acknowledge that Redtoll.com reserves the right to charge for the Services
and to change its fees from time to time in Redtoll.com’s sole discretion. If
Redtoll.com terminates Your Membership in accordance with this Agreement, You
shall not be entitled to the refund of any unused portion of subscription fees. |
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10. ONLINE FORUMS |
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“Online Forum” is any area, site or feature offered as part of the Website that
enables You (a) to submit, post, display and/or view User Content (as defined in
Section 11, below), and/or (b) to communicate, share, or exchange User Content
with other Website members or visitors, including without limitation, discussion
forums, message boards, and chat rooms. You understand and acknowledge that
anything You submit or post by way of any Online Forum may be viewed on the
Internet by the general public and that, therefore, You have no expectation of
privacy with regard to any such submission or posting. You are, and shall
remain, solely responsible for the User Content submitted and/or posted under
your username, or otherwise by You, in any Online Forum and for the consequences
of submitting and posting same. You understand and acknowledge that the use of
User Content posted on any Online Forum is at Your own risk. Redtoll.com is not
responsible for, and Redtoll.com does not endorse, the opinions, advice or
recommendations posted or sent by users in any Online Forum, and Redtoll.com
specifically disclaims any and all liability in connection therewith. Your
ability to access and view User Content with an Online Forum and/or to submit
and post User Content within an Online Forum may be subject to certain age
restrictions, and other restrictions, that Redtoll.com may revise at its sole
discretion, at any time, for any reason or no reason at all. Such restrictions
will be posted with the Online Forum, as applicable. |
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11. USER CONTENT |
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“User Content” is any publicly available messages and any content, materials or
information, not including private messages and Personal Information (as defined
in Redtoll.com’s Privacy
Policy), that You upload or post to, or transmit, display, perform or
distribute by means of, the Website, whether in connection with Your use of
Services or otherwise. YOU HEREBY GRANT REDTOLL.COM AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS,
ASSIGNS, AND CONTRACTORS (COLLECTIVELY, THE “Redtoll.com Parties”) A PERPETUAL,
FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO
COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE,
REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE
WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW
EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND
PUBLICITY. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR
RELATING TO THE EXERCISE BY THE REDTOLL.COM PARTIES OF THE RIGHTS GRANTED UNDER
THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF
PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF
THE LICENSE GRANTED UNDER THIS SECTION. You hereby represent and warrant that
You own all rights, title and interest in and to User Content or are otherwise
authorized to grant the rights provided the Redtoll.com Parties under this
section. You further represent and warrant that all User Content fully complies
with Redtoll.com’s
Prohibited Content Guidelines. |
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12. OBJECTIONABLE CONTENT |
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You represent and warrant that you shall not use the Website or Services to
upload, post, transmit, display, perform, distribute or hyperlink to any
content, information or materials that: (a) are libelous, defamatory, abusive,
or threatening, excessively violent, harassing, obscene, lewd, lascivious,
filthy, pornographic, may constitute a false accusation of criminal activity,
may constitute child pornography, may solicit personal information from or
exploit in a sexual or violent manner anyone under the age of 18, or are
otherwise objectionable; (b) advocate or encourage conduct that could constitute
a criminal offense, give rise to civil liability, or otherwise violate any
applicable local, state, national, or foreign law or regulation; (c) advertise
or otherwise solicit funds or constitute a solicitation for goods or services;
or (d) violate any provision of this Agreement or any other Redtoll.com
agreement or policy, including without limitation Redtoll.com’s Prohibited
Content Guidelines (collectively, “Objectionable Content”). Redtoll.com may
monitor the Website for Objectionable Content. Without limiting any of its other
remedies, Redtoll.com reserves the right to terminate Your use of the Website
and Services or Your uploading, posting, transmission, display, performance or
distribution of Objectionable Content. Redtoll.com, in its sole discretion, may
delete any Objectionable Content from its servers. Redtoll.com intends to
cooperate fully with any law enforcement officials or agencies in the
investigation of any violation of this Agreement or of any applicable laws. |
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13. PROHIBITED USES |
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Redtoll.com imposes certain restrictions on Your use of the Website and the
Services. You represent and warrant that you will not: (a) violate or attempt to
violate any security features of the Website or Services; (b) access content or
data not intended for You, or log onto a server or account that You are not
authorized to access; (c) attempt to probe, scan, or test the vulnerability of
the Services, the Website, or any associated system or network, or breach
security or authentication measures without proper authorization; (d) interfere
or attempt to interfere with the use of the Website or Services by any other
user, host or network, including, without limitation by means of submitting a
virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (e)
use the Website or Services to send unsolicited e-mail, including without
limitation promotions or advertisements for products or services; (f) forge any
TCP/IP packet header or any part of the header information in any e-mail or in
any uploading or posting to, or transmission, display, performance or
distribution by means of, the Website or Services; or (g) attempt to modify,
reverse-engineer, decompile, disassemble or otherwise reduce or attempt to
reduce to a human-perceivable form any of the source code used by the
Redtoll.com Parties in providing the Website or Services. Any violation of this
section may subject You to civil and/or criminal liability. |
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14. INTELLECTUAL PROPERTY |
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will
obey the law and respect the intellectual property rights of others. Your use of
the Website and Services is at all times governed by and subject to laws
regarding copyright ownership and use of intellectual property generally. You
agree not to upload, post, transmit, display, perform or distribute any content,
information or other materials in violation of any third party’s copyrights,
trademarks, or other intellectual property or proprietary rights. YOU SHALL BE
SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF
THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF
PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR
THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
(b) Trademarks
Redtoll, Redtoll.com, the Redtoll logo (the “Redtoll.com Marks”) are trademarks
or registered trademarks of MaGlobe, Inc. Other trademarks, service marks,
graphics, logos and domain names appearing on the Website may be the trademarks
of third parties. Neither Your use of the Website and Services nor this
Agreement grant You any right, title or interest in or to, or any license to
reproduce or otherwise use, the Redtoll.com Marks or any third-party trademarks,
service marks, graphics, logos or domain names. You agree that any goodwill in
the Redtoll.com Marks generated as a result of Your use of the Website and
Services will inure to the benefit of Redtoll.com, and You agree to assign, and
hereby do assign, all such goodwill to Redtoll.com. You shall not at any time,
nor shall You assist others to, challenge Redtoll.com’s right, title, or
interest in or to, or the validity of, the Redtoll.com Marks.
(c) Copyrighted Materials; Copyright Notice
All Content and other materials available through the Website and Services,
including without limitation the Redtoll.com logo, design, text, graphics, and
other files, and the selection, arrangement and organization thereof, are either
owned by Redtoll.com or are the property of Redtoll.com’s licensors and
suppliers. Except as explicitly provided, neither Your use of the Website and
Services nor this Agreement grant You any right, title or interest in or to any
such materials. Copyright © 2008 to the present, MaGlobe, Inc. ALL RIGHTS
RESERVED.
(d) DMCA Policy
As Redtoll.com asks others to respect Redtoll.com’s intellectual property
rights, Redtoll.com respects the intellectual property rights of others. If you
believe content located on or linked to by the Website violates Your copyright,
you are encouraged to notify Redtoll.com in accordance with Redtoll.com’s
Digital Millennium Copyright Act
Policy. Redtoll.com will respond to all such notices, including as
required or appropriate by removing the offending material or disabling all
links to the offending material. Redtoll.com has adopted a policy that provides
for the immediate suspension and/or termination of any user who is found to have
infringed on the rights of Redtoll.com or of a third party, or otherwise
violated any intellectual property laws or regulations. |
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15. DISCLAIMERS; LIMITATION OF LIABILITY |
(a) NO WARRANTIES
REDTOLL.COM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY
DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, REDTOLL.COM, ON BEHALF OF
ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. NEITHER REDTOLL.COM NOR ITS LICENSORS OR SUPPLIERS
WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT
THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE. NEITHER REDTOLL.COM NOR ITS, LICENSORS OR SUPPLIERS HAS ANY
LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES
SUFFERED BY OTHER REDTOLL.COM USERS OR THIRD PARTIES AS THE RESULT OF ANY
REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE
WEBSITE THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE. UNDER THE
FEDERAL COMMUNICATIONS ACT OF 1996, REDTOLL.COM IS NOT LEGALLY RESPONSIBLE, NOR
CAN IT BE HELD LIABLE FOR DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION
TO ANY DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE REMARKS, INFORMATION, FEEDBACK
OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE.
(c) YOUR RESPONSIBILITY FOR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU
WILL NOT HOLD REDTOLL.COM OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE,
RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE
WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR
DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER
LIMITATIONS.
(d) LIMITATION OF LIABILITY
THE LIABILITY OF REDTOLL.COM AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REDTOLL.COM OR ITS LICENSORS
OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST
PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY,
EMOTIONAL DISTRESS, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF
GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE
FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO REDTOLL.COM
OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF
THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE
DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM
OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF REDTOLL.COM AND ITS LICENSORS
AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE LESSER OF (A)
AGGREGATE PRICE YOU PAID TO REDTOLL.COM DURING THE YEAR PRECEDING THE INCIDENT
OR INCIDENTS GIVING RISE TO SUCH LIABILITY OR (B) $50.00. YOU AGREE THAT THIS
LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A
FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN REDTOLL.COM AND YOU. THE
WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(e) APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER
DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER
AGREEMENT BETWEEN YOU AND REDTOLL.COM OR BETWEEN YOU AND ANY OF REDTOLL.COM’S
LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF
CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE
ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS
AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY
FAILS ITS ESSENTIAL PURPOSE. REDTOLL.COM’S LICENSORS AND SUPPLIERS ARE INTENDED
THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE
WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN
THIS SECTION. |
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16. GENERAL REPRESENTATION AND WARRANTY |
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You represent and warrant that Your use of the Website and Services will be in
accordance with this Agreement and any other Redtoll.com policies, and with any
applicable laws or regulations. |
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17. INDEMNITY BY YOU |
You agree to defend, indemnify and hold harmless Redtoll.com and its officers,
directors, employees, agents, affiliates, representatives, sublicensees,
successors, assigns, and contractors (collectively, the “Redtoll.com Parties”)
from and against any and all claims, actions, demands, causes of action and
other proceedings (collectively, “Claims”), including but not limited to legal
costs and fees, arising out of or relating to: (i) Your breach of this
Agreement, including without limitation any representation or warranty contained
in this Agreement; (ii) any allegation of defamation, libel, slander, obscenity,
pornography, or violation of the rights of privacy or publicity; (iii) Your
access to or use of the Website or Services; (iv) Your provision to Redtoll.com
or any of the Redtoll.com Parties of information or other data; or (v) the
release of private data pursuant to a court order or subpoena.
The Redtoll.com Parties will have the right, but not the obligation, to
participate through counsel of their choice in any defense by You of any Claim
as to which You are required to defend, indemnify or hold harmless the
Redtoll.com Parties. You may not settle any Claim without the prior written
consent of the concerned Redtoll.com Parties. |
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18. GOVERNING LAW; JURISDICTION AND VENUE |
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The Website, Services, and this Agreement, including without limitation this
Agreement’s interpretation, shall be treated as though this Agreement were
executed and performed in San Francisco, California and shall be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR
RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN
ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED.
ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language
in this Agreement shall be interpreted in accordance with its fair meaning and
not strictly for or against either party. |
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(a) Requirement of Arbitration
You agree that any dispute, of any nature whatsoever, between You and
Redtoll.com arising out of or relating to the Website, Services, or this
Agreement, shall be decided by neutral, binding arbitration before a
representative of JAMS in San Francisco, California unless You and Redtoll.com
mutually agree to a different arbitrator, who shall render an award in
accordance with the substantive laws of California. A final judgment or award by
the arbitrator may then be duly entered and recorded by the prevailing party in
the appropriate court as final judgment. The arbitrator shall award costs
(including, without limitation, the JAMS’ fee) to the prevailing party, but not
attorney’s fees.
(b) Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or Redtoll.com from seeking
provisional remedies in aid of arbitration, including without limitation orders
to stay a court action, compel arbitration or confirm an arbitral award, from a
court of competent jurisdiction. Furthermore, this agreement to arbitrate will
not preclude You or Redtoll.com from applying to a court of competent
jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION
PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL
AND STATE COURTS LOCATED IN SAN JOSE, CALIFORNIA; THE PARTIES HEREBY WAIVE ANY
OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS. |
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19. TERMINATION |
(a) By Redtoll.com
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, REDTOLL.COM RESERVES THE
RIGHT TO, IN REDTOLL.COM’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY
USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON
AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY
REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY
APPLICABLE LAW OR REGULATION.
(b) Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of
this Agreement’s representations, warranties or covenants. Such termination
shall be automatic, and shall not require any action by Redtoll.com.
(c) By You
You may terminate this Agreement and Your rights hereunder at any time, for any
or no reason at all, by providing to Redtoll.com notice of Your intention to do
so, in the manner required by this Agreement.
(d) Effect of Termination
Any termination of this Agreement automatically terminates all rights and
licenses granted to You under this Agreement, including all rights to use the
Website and Services. Upon termination, Redtoll.com may, but has no obligation
to, in Redtoll.com’s sole discretion, delete from Redtoll.com’s systems all User
Content, Your Personal Information and any other files or information that You
made available to Redtoll.com or that otherwise relate to Your use of the
Website or Services. Subsequent to termination, Redtoll.com reserves the right
to exercise whatever means it deems necessary to prevent Your unauthorized use
of the Website and Services, including without limitation technological barriers
such as IP mapping and direct contact with Your Internet Service Provider.
(e) Legal Action
If Redtoll.com, in Redtoll.com’s discretion, takes legal action against You in
connection with any actual or suspected breach of this Agreement, Redtoll.com
will be entitled to recover from You as part of such legal action, and You agree
to pay, Redtoll.com’s reasonable costs and attorneys’ fees incurred as a result
of such legal action. The Redtoll.com Parties will have no legal obligation or
other liability to You or to any third party arising out of or relating to any
termination of this Agreement.
(f) Survival
Upon termination, all rights and obligations created by this Agreement will
terminate, except that Sections 1-3, 6-8, 9-18 and 20 will survive any
termination of this Agreement. For clarification, termination of this Agreement
will not relieve You of Your obligation to pay any fees owed Redtoll.com. |
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20. GENERAL |
(a) Entire Agreement; Amendment
This Agreement constitutes the entire agreement between Redtoll.com and You
concerning Your use of the Websites. This Agreement and any other written
agreements executed between You and Redtoll.com constitute the entire agreement
concerning Your use of the Services. This Agreement may only be modified by a
written amendment signed by an authorized executive of Redtoll.com or by the
unilateral amendment of this Agreement by Redtoll.com and by the posting by
Redtoll.com of such amended version.
(b) Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will
be construed to reflect the parties’ original intent, and the remaining portions
will remain in full force and effect. A waiver by either party of any term or
condition of this Agreement or any breach thereof, in any one instance, will not
waive such term or condition or any subsequent breach thereof.
(c) Assignment
This Agreement and all of Your rights and obligations hereunder will not be
assignable or transferable by You without the prior written consent of
Redtoll.com. This Agreement will be binding upon and will inure to the benefit
of the parties, their successors and permitted assigns.
(d) Relationship
You and Redtoll.com are independent contractors, and no agency, partnership,
joint venture or employee-employer relationship is intended or created by this
Agreement.
(e) Third-Party Beneficiaries
Except for the Redtoll.com Parties as and to the extent set forth in Sections
11, 13, 17 and 20(e), and Redtoll.com’s licensors and suppliers as and to the
extent expressly set forth in Section 15, there are no third-party beneficiaries
to this Agreement.
(f) Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement
or infringement of proprietary or other third party rights by You would cause
irreparable injury to Redtoll.com and Redtoll.com’s licensors and suppliers, and
would therefore entitle Redtoll.com or Redtoll.com’s licensors or suppliers, as
the case may be, to injunctive relief.
(g) Notices
All notices required or permitted to be given under this Agreement must be in
writing. Redtoll.com shall give any notice by email sent to the most recent
email address, if any, provided by the intended recipient to Redtoll.com. YOU
BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH
REDTOLL.COM IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE
UPON THE SENDING BY REDTOLL.COM OF AN EMAIL TO THAT ADDRESS. You shall give any
notice to Redtoll.com by means of: (i) hand delivery; (ii) certified U.S. mail,
return receipt requested, postage prepaid; or (iii) overnight courier, each as
send to
MaGlobe, Inc.
Capitol Professional Bldg.
590 Park Street, Suite 6
St. Paul, MN 55103
All notices to Redtoll.com will be deemed received as follows: (i) if by
hand-delivery, on the date of delivery; (ii) if delivery by U.S. mail, on the
date of receipt appearing on a return receipt card; or (iii) if by overnight
courier, on the date the receipt is confirmed by such courier service. You agree
that any notice received from Redtoll.com electronically satisfies any legal
requirement that such notice be in writing. |
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