1. Existence of Contract
2. Limited Site License
Subject to the terms and conditions of this Agreement, you are granted a nonexclusive, non-transferable, revocable, limited license to access and use the Site and any Content provided on or through the Site solely in accordance with this Agreement. We may terminate this license at any time for any reason.
3. User Representations and Warranties
4. Limitations on Use
The Content on the Site is provided solely for your personal use and not for commercial exploitation. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Content. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Site or the Content without our prior written permission. You, including all users within your company account and any of your affiliated users and accounts, may view a maximum of one thousand profiles per month, with a maximum of ten thousand profile views per twelve-month period. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Site, except to the extent permitted above. You may not use or otherwise export or re-export the Site or any portion thereof, the Content or any software available on or through the Site in violation of the export control laws and regulations of the United States of America. Any unauthorized use of the Site or its Content is expressly prohibited. REDBOOKS DOES NOT AUTHORIZE THE HARVESTING OR COLLECTION OF SCREEN NAMES OR ADDRESSES FROM THIS SITE OR ANY REDBOOKS SERVICE OFFERED THROUGH THIS SITE FOR THE PURPOSE OF SENDING UNSOLICITED EMAIL.
You may not employ any language or content that is unlawful, obscene, vulgar, defamatory, abusive, threatening, profane, invasive of privacy or publicity rights, false, libelous, slanderous or otherwise objectionable. You may not upload, distribute or print anything that may be harmful to minors. You may not take any action that violates, misappropriates or infringes upon the rights of others in any way. You may not distribute content that contains advertising, publicity, or solicitation for a product or services that did not receive prior written approval from REDBOOKS. You may not use the Site to collect any personally identifiable information, including profile names, email addresses, or other such information, for commercial purposes.
5. No Warranty By REDBOOKS
Nothing submitted to this Site shall be treated as confidential information. You use the information and services on the Site or materials linked from the Site at your own risk. We do not represent, warrant or guarantee (a) the accuracy, reliability, completeness, adequacy or currency of the information contained in or linked to on the Site, or (b) that the Site or the Content will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. We may make improvements and/or changes to its features, functionality or Content at any time.
6. Intellectual Property Rights
Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring upon you any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You acknowledge and agree that the Content and the Site are the property of REDBOOKS and protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any rights not expressly granted herein are reserved. Any use of the trademarks or service marks of REDBOOKS is strictly prohibited without written consent from REDBOOKS.
7. Digital Millennium Copyright Act; Notification of Alleged Copyright Infringement
We have registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "Act") and avails itself of the protections under the Act. We reserve the right to terminate the access, profile or agreement with any user who infringes third party copyright or other third party intellectual property rights upon prompt notification to us by the third party rights holder or its legal agent. Without limiting the foregoing, any person who or which believes that his, her or its intellectual property has been copied and posted via the Site in a way that constitutes infringement shall provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the rights holder; (b) an identification and location on the Site of the property that is claimed to be infringed; (c) a written statement by such person that he, she or it has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) such person’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such person that the foregoing information in the notice is accurate and, under penalty of perjury, that the person delivering the notice is the owner of the property in question or authorized to act on the owner’s behalf. Notices to us regarding any alleged copyright infringement should be directed to us at REDBOOKS LLC, PO Box 2762, New York, NY 10116, with an electronic copy sent to firstname.lastname@example.org.
8. License of Your Content to REDBOOKS
By uploading content, posting comments, messages or other information (collectively, "Material") on the Site or any public forum, you irrevocably grant us a non-exclusive, fully paid-up, royalty-free, worldwide, perpetual right and license to use, copy, modify, adapt, publish, translate and distribute such Material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Material, without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees, and you represent and warrant that, if you are not the owner of such Material, that the owner of such Material has expressly granted you the right to grant the foregoing license to REDBOOKS. You acknowledge and agree that any other user may access, view, store or reproduce the material for that user’s personal use, and that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us. You further grant REDBOOKS the right to use, copy, modify, adapt, publish, translate and distribute any other Material that you make available on or through the Site.
9. Linking to the Site
You may provide links only to the homepage of this Site, provided (a) you do not remove or obscure, by framing or otherwise, any portion of the homepage, including its advertisements, the copyright notice, or other notices on this Site, (b) you give us notice of such link by sending an e-mail to email@example.com and (c) you discontinue providing links to this Site if requested by us. If you wish to provide links to a section within the Site, you should forward your request to us at firstname.lastname@example.org and we will notify you if permission is granted, and if so, the terms and conditions of the permission.
10. No Solicitation
You shall not distribute on or through the Site any content or material containing any advertising, solicitation for goods, services or funds or solicitation for users to become members of any enterprise or organization without the express written permission of REDBOOKS. In no event may any person or entity solicit any users with data retrieved from this Site.
This Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We will not be responsible for the illegality of or any error or inaccuracy in advertiser’s or sponsor’s materials or for the acts or omissions of advertisers and sponsors.
13. Third Party Content
Third party content may appear on this Site or may be accessible via links from this Site. We shall not be responsible for and assumes no liability for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing on the Site. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it reflect the belief of REDBOOKS.
THE SITE AND THE CONTENT ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. REDBOOKS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. REDBOOKS DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS SITE OR ANY PORTION THEREOF, (D) YOUR USE OF THIS SITE OR THE CONTENT, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE OR THE CONTENT.
WHERE ANY JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET FORTH ABOVE IN A PARTICULAR CIRCUMSTANCE, THEN REDBOOKS SHALL BE ENTITLED TO THE BENEFIT OF SUCH DISCLAIMERS AND LIMITATIONS TO THE EXTENT PERMITTED BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.
15. LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH REDBOOKS IS TO DISCONTINUE YOUR USE OF REDBOOKS. REDBOOKS SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE AND THE CONTENT, INCLUDING ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR ITS CONTENT. TO THE EXTENT THIS LIMITATION ON LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, RED BOOKS’ SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00.
THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND REDBOOKS. REDBOOKS WOULD NOT BE ABLE TO PROVIDE YOU WITH SERVICES WITHOUT SUCH LIMITATIONS.
16. Unlawful Activity
18. Third Party Rights
19. Remedies for Violations
20. Dispute Resolution by Arbitration / No Class Action
IT IS IMPORTANT THAT YOU READ THIS ARBITRATION CLAUSE. IT PROVIDES THAT YOU MAY BE REQUIRED TO SETTLE ANY CLAIM OR DISPUTE THROUGH ARBITRATION, EVEN IF YOU WOULD PREFER TO LITIGATE THE CLAIM IN COURT. YOU SHOULD CONSULT LEGAL COUNSEL TO DETERMINE WHETHER THIS ARBITRATION CLAUSE IS APPROPRIATE FOR YOU. YOU CAN OPT OUT OF THE ARBITRATION BY FOLLOWING THE INSTRUCTIONS IN THE LAST PARAGRAPH OF THIS ARBITRATION CLAUSE.
YOU UNDERSTAND THAT UNLESS YOU EXERCISE THE RIGHT TO OPT-OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED IN THE ARBITRATION RULES), AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN COURT PROCEDURES. YOU ALSO AGREE ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN YOURSELF AND REDBOOKS AND WILL NOT BE PART OF A CLASS-WIDE OR CONSOLIDATED ARBITRATION PROCEEDING.
22. Cancellation of Service
Subscriptions to REDBOOKS service are for a minimum twelve (12) month contract term, with payment for the full term due. You may cancel your subscription to REDBOOKS for a full refund of the subscription price, only if no more than 50 profiles were viewed and no downloads have been conducted, by notifying REDBOOKS Client Service at 800-908-5395 of such cancellation within fourteen (14) calendar days of the order date. Orders are non-cancelable/non-returnable after 14 days, or if more than 50 profiles were viewed or if you have downloaded data.
Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to that state’s principles of conflicts of laws.
Severing Invalid or Unenforceable Provisions: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or as a result of future legislative action, such provision shall be deemed severable and shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect.
No Construction Against Drafter: The terms of this Agreement shall not be construed against REDBOOKS by virtue of its having drafted them.
Survival: In the event of the termination of this Agreement, any obligation of REDBOOKS or you which must by its nature survive such expiration or termination in order to be given full effect, shall survive such expiration or termination. In any event, all of REDBOOKS’ rights under this Agreement (and to the extent applicable, all of the rights under this Agreement of its affiliates, its and its affiliates’ directors, officers, employees, representatives and agents, licensees and licensors) shall survive any termination of this Agreement.
No Third Party Beneficiaries: Nothing in this Agreement is intended to confer on any third party (whether referred to in the Agreement by name, class, description or otherwise) any benefit or any right under any legislation in any country to enforce any provisions of this Agreement, except as expressly contemplated in this Agreement.
Shortened Statute of Limitations: ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, THE SERVICE, OR THE SUBJECT MATTER OF THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Independent Contractors: You and REDBOOKS are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency.
No Assignments or Transfers: You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without REDBOOKS's prior written consent (in its sole discretion), and any attempt by you to do so in violation hereof will be void and ineffective. REDBOOKS and its affiliates may assign their respective rights and obligations under this Agreement (in whole or in part) without your consent or notice to you.
Consent to Electronic Communications: REDBOOKS will generally communicate with its users by electronic means, such as email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.