RedZee Terms And Conditions Of Use For Advertisers
1. Introduction
By clicking “I Agree” or by using the Service or any application software provided, including the RedZee toolbar, You are entering into a legally binding agreement with RedZee Search, Inc, Inc., doing business as RedZee Search (“RedZee”). This Agreement (“Agreement”) between You and RedZee consists solely of the RedZee Terms And Conditions Of Use For Advertisers, and any documents explicitly incorporated herein by reference.
When You click “I Agree,” You consent to receive this Agreement in electronic form and acknowledge that You have read the Agreement and agree to be bound by all of its terms and conditions. Upon clicking “I Agree,” You create an electronic signature that has the same legal force and effect as a handwritten signature. If You do not agree to all of the terms and conditions in the Agreement, do not click “I Agree.”
2. Definitions
(a) The “Service” means the right to have a link to Your Website displayed in one of the top three positions for the keyword(s) and number of click-thrus specified in Your Online Registration Form or Your Order Confirmation.
(b) “RedZee,” “We,” and “Our” shall mean RedZee Search, Inc., doing business as RedZee Search.
(c) “You” or “Your” means the individual or entity registering as an advertiser with the Service, and any individual(s) acting on Your behalf.
(d) “Your Online Registration Form” shall mean the order form You completed online, including the keywords, number of click-thrus and payment terms You selected, to the extent they are approved and accepted by RedZee. If You completed Your registration with the Service online, Your Online Registration Form is hereby incorporated by reference.
(e) “Your Order Confirmation” shall mean the order confirmation provided to You by RedZee, which lists the keywords, number of click-thrus and payment terms. If RedZee supplied an order confirmation, Your Order Confirmation is hereby incorporated by reference. If You completed Your registration online, however, You may not receive an order confirmation.
(f) “Your Website” shall mean the website You have registered to advertise with the Service.
3. Representation
You represent and warrant that:
(a) if You are a business entity, You are a corporation, partnership or other legal entity duly formed and in good standing;
(b) if You are not a business entity, You are 18 years of age or older;
(c) You are the owner of Your Website, or You are legally authorized to act on behalf of the owner of Your Website for the purposes of this Agreement and the Service;
(d) You have all necessary rights, powers, and legal authority to enter into this Agreement and to perform the acts required of You hereunder; (e) all of the information You provided to RedZee to register for the Service is true, accurate, current, and complete, including all billing and other account information;
(f) You have complied with and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Your performance of the Agreement;
(g) Your enrollment with the Service will not violate the terms of this Agreement or any other agreements to which you may be a party; and
(h) Your enrollment with the Service will not infringe upon or otherwise violate the rights of any third party.
4. Account and Keyword Requirements
All accounts, including keyword choices, are subject to prior approval by RedZee. We reserve the right to refuse to accept any proposed account for any reason. We cannot guarantee that You will be able to register a desired keyword or keyword phrase, even if an inquiry indicates that the keyword or phrase is or may be available. The Service is designed to provide Internet users with a positive navigation experience, which includes relevancy. All keywords or keyword phrases that You have selected must be specifically related to a product, service, or information provided by Your Website.
We reserve the right, but are not obligated, to suspend or terminate Your account if we determine, in Our sole discretion, that the keywords You have registered with RedZee are not sufficiently related to Your Website. You may not, under any circumstance, advertise on the Service with a keyword that is protected by a trademark, copyright, patent or a celebrity’s commercial rights to his or her own name unless You can provide written documentation that You are the legal owner of the trademark, copyright, celebrity name, or product with a registered patent.
These keywords shall include the name of any city, county, state, or nation, which you may only register to advertise on the Service if you are a designated legal representative thereof. You shall assume full responsibility for the use of any keywords that violate in any way the rights of any third party. You understand and agree that You will assume all legal and/or financial liability arising out of any dispute with, or challenge by, a third party concerning or arising from Your use of the Service. We reserve the right, but are not obligated, to suspend or terminate Your account in the event a dispute arises regarding Your alleged use of a trademark, copyright, patent, or celebrity name on the Service.
5. Abuse of Service
You agree not to use RedZee directly or indirectly to promote or otherwise display any pornographic, sexually-explicit, obscene, hate-related, or violent information, material, services or goods. You further agree that no pornographic, sexually-explicit, obscene, hate-related, or violent content, information or materials will appear on Your Website. We will be the sole judge of whether RedZee is being used to promote or display such information, goods, material or services. We reserve the right to terminate Your account immediately upon determining, in Our sole discretion, that You have violated this provision.
6. Your Website
You represent and warrant that Your Website and any material displayed, referenced, or linked therein:
(a) complies with all applicable laws, statutes, ordinances, and regulations;
(b) has not resulted in and is not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage, or harm of any kind to any person or entity;
(c) does not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity, or privacy; (d) is not false, deceptive, or misleading;
(e) is not defamatory, libelous, slanderous, or threatening; and
(f) will be free of viruses or any other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
You agree that You are solely responsible and liable for Your Website, including all content, materials, maintenance and operation. We are not responsible or liable for any aspect of Your Website, or website(s) owned or operated by any third party. We are not obligated to provide notice to You in the event that any search results, links, or URLs found on RedZee’s search engine are not being displayed or operating properly.
7. Payment
You agree to pay RedZee for all charges to Your account, including any charges listed in Your Online Registration Form or in Your Order Confirmation. If We do not receive timely payment, or if You chargeback or reverse any payment:
(a) You agree to pay all amounts due on Your account upon demand, and
(b) We reserve the right to suspend or terminate Your account with RedZee. If You fail to make any payments to RedZee, as set forth herein, You agree to be responsible for all reasonable expenses (including attorneys’ fees) incurred by RedZee in collecting such amounts.
In the event You have already paid one of RedZee’s independent contractor resellers, and RedZee nonetheless has not timely received payment: (a) You agree to tender payment directly to RedZee upon demand, and (b) We reserve the right to suspend or terminate Your account with RedZee.
If You wish to dispute any charges to Your account, You must provide written notice to RedZee no later than 60 days of such charge. By failing to give written notice within 60 days, You will waive Your right to dispute the charge.
8. Your Account
You agree that each time You log in to Your account, or each time someone acting on Your behalf logs in to Your account, will affirm Your agreement, as well as those acting on Your behalf, to be bound by all of the terms and conditions in the Agreement.
You are responsible for maintaining the confidentiality of Your password and any other information that gives You access to Your account with RedZee. You agree to be responsible and liable for any activity by any person who uses Your account. If You become aware that Your password or account is (or possibly is) being used without authorization, You agree to immediately change Your password and notify Us. We will not be liable for any loss that You may incur as a result of someone else using Your password, either with or without Your knowledge or consent.
9. No Warranties.
YOU EXPRESSLY AGREE THAT THE SERVICE AND ANY APPLICATION SOFTWARE ARE PROVIDED ON AN “AS-IS” BASIS, AND THAT YOUR USE IS AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND FREEDOM FROM COMPUTER VIRUSES. NEITHER WE NOR OUR AFFILIATES WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIALS CONTAINED WITHIN OR LINKED FROM THE REDZEE SEARCH ENGINE. WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE.
WE MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (c) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. WE DO NOT GUARANTEE THE CONNECTIVITY AT ANY TIME, FOR ANY LENGTH OF TIME OR AT ANY SPECIFIED SPEED.
ANY SOFTWARE PROVIDED OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH REDZEE IS DONE AT YOUR OWN DISCRETION AND RISK. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OUR EMPLOYEES, AFFILIATES, REPRESENTATIVES, RESELLERS, AGENTS, LICENSORS OR AUTHORIZED USERS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
10. Indemnity.
You agree to defend, indemnify and hold harmless RedZee, its affiliates, officers, employees, agents, representatives, resellers, and other partners (“Indemnified Parties”) from and against any and all claims, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, which the Indemnified Parties suffer as a result of claims that actually or allegedly arise from or relate to Your activities under, related to, or in connection with this Agreement, including but not limited to claims that allege or arise from:
(a) a violation a third party’s right of privacy, or infringement of a third party’s copyright, patent, trade secret, trademark, or other intellectual property rights;
(b) any breach of Your obligations, covenants, warranties or representations as set forth in this Agreement;
(c) any violation of applicable laws, rules, and regulations by You, including, without limitation, privacy laws;
(d) any breach of Your duties to a third party; (e) any breach of this Agreement; and (f) anything related to the content, material, or operation of Your Website.
11. Limitation of Liability.
ANY LIABILITY OF REDZEE (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) FOR ANY MATTER UNDER, RELATED TO, OR IN CONNECTION WITH THE AGREEMENT, TOGETHER WITH THE LIABILITY OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND OTHER PARTNERS, SHALL NOT EXCEED THE AMOUNTS YOU PAID TO REDZEE UNDER THIS AGREEMENT, AND SHALL BE STRICTLY LIMITED TO AN AGGREGATE OF ONE THOUSAND UNITED STATES DOLLARS (US $1,000). IN NO EVENT SHALL WE BE LIABLE FOR LOST REVENUES, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES. YOU AGREE THAT REDZEE AND OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, RESELLERS, REPRESENTATIVES, AND OTHER PARTNERS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS YOU MAY INCUR IN CONNECTION WITH YOUR REGISTRATION IN THE EVENT THAT YOU HAVE FAILED TO PROMPTLY PAY APPLICABLE FEES. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THE AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL CONSIDERATION OF THE BARGAIN BETWEEN THE PARTIES.
12. Modifications and Updates.
We reserve the right, in Our sole discretion, to change all or part of this Agreement at any time, with or without notice to You. Such changes will be effective immediately upon posting at http://www.redzee.com/termsofuse.html. You are responsible to check for updates to this Agreement. Your online acceptance of the updated terms, Your continued use of Your account, or Your continued participation in the Service after RedZee has updated the Agreement affirms Your acceptance of the then-current Agreement. If any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. However, this Agreement cannot be modified by any prior, later, or concurrent oral statements.
13. Term.
The initial term of this Agreement will commence on the date You click “I Agree” (or the first date on which You use the Service, whichever comes first) and will remain effective for the period of time corresponding to the plan You select during the registration process (“Initial Term”). If You fail to notify RedZee of Your intent to renew, this Agreement will be terminated automatically after the last visitor is counted. If You should choose to renew for a period beyond the Initial Term (a “Renewal Term”), this Agreement will be renewed at the then-current rates and fees for the number of click-thrus You select during the renewal process. Except as set forth in the Agreement, neither party will be liable to the other for any termination or expiration of the Service or this Agreement in accordance with its terms.
You may cancel Your Service and terminate the Agreement at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made for the Service. Following Your cancellation, refunds will be granted only if, and only to the extent that, the Service was not provided.
14. Termination.
RedZee may terminate the Agreement at any time upon notice to You. Notwithstanding anything to the contrary herein, RedZee may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from RedZee’s servers, or remove any content within the Service, if RedZee believes, in its sole discretion, that You:
(a) have breached, violated or acted inconsistently with the letter or spirit of the Agreement, including any applicable law, regulation or RedZee policy;
(b) have provided false information as part of the registration process;
(c) have failed to keep Your account information complete, true and accurate;
(d) fail to respond to any email communication sent to the email address listed in Your account information;
(e) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or
(f) are engaged in activities or sales that may damage the rights or reputation of RedZee or others (each a “Termination For Cause”).
Any Termination For Cause by RedZee will take effect immediately, and You expressly agree that:
(a) You will not have any opportunity to cure, and
(b) You will not be entitled to a refund or relieved of Your responsibility for payment. If Your account is terminated for any reason, the Agreement and Your access to the Service will also be terminated.
15. Assignments.
You may not resell, assign, or transfer any of Your rights under the Agreement without the prior express written consent of RedZee. Any unauthorized attempt to assign Your rights may result in the immediate termination of this Agreement, without liability to RedZee. RedZee reserves the right to transfer this Agreement or any of its rights or obligations under the Agreement without Your consent.
16. Miscellaneous.
(a) This Agreement, and any documents explicitly incorporated by reference, is the entire agreement between the parties with regard to the subject matter covered herein.
(b) Each party agrees to be responsible for all costs associated with its own performance obligations under the Agreement.
(c) The relationship between You and RedZee under the Agreement is one of independent contractors.
(d) Except for Your indemnity obligations, there are no third party beneficiaries to this Agreement.
(e) If any provision herein is held unenforceable, illegal or invalid, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable, and all other provisions shall remain in full force and effect.
(f) The failure to require performance of any provision of the Agreement shall not be construed as a waiver or limitation on a party’s right subsequently to require performance of that provision, or any other provision in the Agreement.
(g) The Agreement’s headings are for reference purposes only and do not define, describe, limit, or construe the scope or extent of that section.
(h) The following provisions shall survive any conclusion or termination of the Agreement: 2 through 4, 5 (sentences one, three and four), 6 through 11, and 13 through 18.
17. Legal Disputes.
This Agreement is governed by the laws of the state of Florida, without regard to its conflict of laws rules. You and We agree that any claim, controversy or dispute arising out of or related to this Agreement shall be within the exclusive jurisdiction of, and shall only be adjudicated in, the state court located in Pinellas County, Florida, U.S.A. or the United States District Court for the Middle District of Florida, Tampa Division (collectively, the “Forum”). You and We agree to submit to the personal jurisdiction and venue of the Forum courts. You acknowledge that You are entering into a contract for services to be performed in the state of Florida, and payment is to be made to RedZee in the state of Florida.
You and We hereby waive any right to a trial by jury in any action or proceeding arising out of or related to the Agreement. Any claims against RedZee arising out of this Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. In any litigation, arbitration, or other proceeding in which one party:
(a) seeks to enforce its rights under this Agreement (whether in contract, tort, or both), or
(b) seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney’s fees, costs, and expenses incurred.
18. Notices.
Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or if by electronic mail, to the e-mail address on record at RedZee.com.
Notices to RedZee shall be addressed to:
e-mail: info@RedZee.com
United States Mail: RedZee Search , Inc.
Po Box 340497
Tampa, FL 3369