END USERS LICENSING AGREEMENT AND PRIVACY NOTICE
DO NOT USE OR ACCESS ANY RED AGENT SYSTEMS© INTERACTIVE WEBSITES, USE OR DOWNLOAD ANY PRODUCTS OFFERED OR PROVIDED FROM SUCH WEBSITES, OR AGREE TO RECEIVE OR USE ANY SERVICES OR CONTENT OFFERED OR PROVIDED FROM SUCH WEBSITES, UNLESS YOU HAVE READ AND AGREE TO BE BOUND BY EACH AND EVERY ONE OF THE TERMS SET FORTH IN THIS END USER AGREEMENT. BY ACCESSING, RECEIVING, USING, OR DOWNLOADING ANY PRODUCTS OR SERVICES FROM RED AGENT SYSTEMS© WEBSITES YOU AGREE TO THE TERMS SET FORTH IN THIS END USER AGREEMENT.
Red Agent Systems© provides access to certain websites (however accessed and/or used, whether via personal computers, mobile devices or otherwise) owned or controlled by Red Agent Systems© that post a link to this End User Agreement (“User Agreement”), and offers use of the products and services available from such websites, (“products and services”) to you (“you” or “your”, whether plural or singular), subject to this User Agreement ,which may be updated by Red Agent Systems© from time to time without notice to you. It is important for you to refer to this User Agreement from time to time to make sure you are aware of any additions, revisions or modifications that we may have made to this User Agreement. You can review the most current version of this User Agreement at any time at the Red Agent Systems© website where this User Agreement is posted.
1. DEFINITION
“Content” means all content Red Agent Systems© makes available to you as part of the products and services, including, without limitation, all images (interactive or otherwise), articles, information, data, text, videos, technology, applications, maps, database content, artwork, copy information, data, reports, user-generated reports, user-specific reports, job postings, advertisements, resumes, equipment listings, and all related trademarks, service marks, trade identities, patents and copyrighted materials and all other intellectual property and proprietary information contained in that content.
2. LICENSE, PROPRIETARY RIGHTS AND RESTRICTION ON USE
Products and services are only available to users who are eighteen (18) years of age or older. Subject to your compliance with this User Agreement, Red Agent Systems© will grant you a personal, non-transferable, non-commercial, non-exclusive, limited revocable license to use the Content you choose to download or receive from Red Agent Systems© only in the form delivered to you and solely on your computer or mobile device. Nothing in this User Agreement will be interpreted to grant you any right or license in any other Red Agent Systems© materials or other proprietary images, trademarks, copyrighted works, patents, artwork, copy, data, information, knowledge, computer software or any other material or information of any kind. Red Agent Systems© is a dba and brand name of Red Win-Win, L.L.P. a Texas limited liability partnership. All references herein to Red Agent Systems© shall include that limited liability partnership and all of its employees, owners, partners, agents, representatives and employees.
NO SUBLICENSE OR SALE OR DISTRIBUTION OF CONTENT. NOTHING IN THIS USER AGREEMENT WILL BE INTERPRETED TO GRANT YOU, ANY RIGHT OR LICENSE TO ENTER INTO ANY SUBLICENSES OR REDISTRIBUTION AGREEMENTS WITH RESPECT TO ANY OF THE CONTENT OR TO OTHERWISE RENT, SALE, LEASE, LOAN, TRANSFER, ASSIGN, BROADCAST, UPLOAD TO ANY OTHER COMPUTER OR WIRELESS DEVICE, SUBLICENSE DISTRIBUTE OR ALLOW ACCESS TO THE CONTENT. YOU AGREE THAT YOU WILL NOT CHARGE ANY PERSON OR ENTITY TO VIEW, LISTEN OR PLAY OR OTHERWISE ACCESS ANY CONTENT, OR DISSEMINATE ANY CONTENT IN ANY MATTER TO THE PUBLIC ( FOR FREE OR FOR A FEE).
PROPRIETARY RIGHTS. You acknowledge and agree that, as between you and Red Agent Systems©, Red Agent Systems© owns and will retain all rights, title and interest in and to the Content, including without limitation, all copies thereof and all rights to patents, copyrights, trademarks, service marks, trade entities, trade secrets, software, and any other intellectual property or proprietary rights inherent therein. Nothing in this User Agreement will be interpreted to grant you any right or license to any Red Agent Systems© trademark, tradename, service mark, insignia, slogan, name, emblem, logo, symbol, design and/or other identifying symbols owned or associated with Red Agent Systems©, its parents, subsidiaries or affiliates, in any matter whatsoever. Any and all rights to use any Content not expressly granted to you under the User Agreement are hereby reversed for Red Agent Systems© and/or for its licensors. Nothing contained in this User Agreement will affect, impair, or limit in any way Red Agent Systems’ rights to exploit fully any and all of the Content.
COPYRIGHT NOTICES. The Content is protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws, and is owned or controlled by Red Agent Systems© and/or its licensors. You will abide by any and all additional copyright notices, information, or restrictions contained in the Content or as Red Agent Systems© otherwise may impose from time to time. Moreover, you agree that you will not remove any proprietary notices or labels contained in or on the Content.
TRADEMARKS. Red Agent Systems’© trademarks, service marks, trade identities, trade secrets and other intellectual property and proprietary rights are protected pursuant to U.S. trademark laws, and international conventions and other trademark laws, and is owned and controlled by Red Agent Systems© and or its licensors. You will abide by any and all additional trademark notices, information, or other restrictions contained in the Content or as Red Agent Systems© otherwise may impose from time to time. Moreover you agree that you will not remove any proprietary or trademark notices or labels contained in or on the Content.
FURTHER RESTRICTIONS. You represent, warrant and covenant that you will not reverse engineer, decompile, circumvent, translate, modify, obscure or develop derivative works based on the Content. You agree that, other than as specifically permitted in the terms and use for a particular products and service, you will not transfer or copy any Content from the computer on which you originally receive the Content or any other device, including, without limitation, any computer, personal digital assistant, or mobile device.
NO CONTEST OF RIGHTS. You acknowledge and agree that you will not directly or indirectly contest or challenge or aide and abet in contesting or challenging the validity ownership of the Content or take any action whatsoever in derogation of Red Agent Systems’© rights therein or in breach any terms and conditions contained within this User Agreement. You acknowledge and agree that you will not acquire or claim any rights in the Content or aide and abet anyone else in doing so.
3. PAYMENTS AND ADDITIONAL REQUIREMENTS FOR PRODUCTS AND SERVICES
PRICES AND AUTHORIZATIONS. For certain products and services, Red Agent Systems© may charge your agency a negotiated fee or an automatically recurring subscription fee (e.g. a monthly fee or some other recurring fee over an applicable billing cycle) (a “Recurring Fee”) in exchange for providing access to certain Content. Until formally requested to stop receiving recurring products and services (as set forth below), all negotiated fees or recurring fees will automatically be charged. You use is conditioned upon your agency’s agreement to pay the applicable charges and authorize Red Agent Systems© and its authorized agents to process all charges incurred by your agency and any agents of your agency accessing these products and services. You agree that your use is conditioned on your agency’s contractual obligation to pay Red Agent Systems© these fees. Fees charged by Red Agent Systems© will be disclosed either on the subscription page for the applicable products and services or upon direct contact by your agency for certain services. You acknowledge that, in addition to a recurring fee or other premium charge payable to Red Agent Systems© for access to the products and services, your internet service provider may charge you fees for access to and receipt of the products and services which are beyond the control of Red Agent Systems©. You acknowledge and agree that you are solely responsible for all payments to your internet service provider in connection with the use of the products and services.
REFUNDS. Red Agent Systems© will not provide any refunds. However, if you have technical problems receiving the products and services, please contact your internet service provider regarding your remedies.
NO EQUIPMENT OR SERVICES PROVIDED. Red Agent Systems© will not be obligated to, and you will acknowledge that Red Agent Systems© will not, provide any internet service or internet access device or any other equipment or service in connection with your use of the products and services. You will be solely responsible for all such devices and services through which you can access products and services and the Content. You agree that you are solely responsible for any upgrades to your software, computers and/or mobile devices and/or internet service required in order to receive and to continue to receive the products and services or the Content.
PRODUCTS AND SERVICES SUPPORT. For assistance with the products and services or order/cancellation inquires, please direct all such questions to Red Agent Systems© as indicated on the websites applicable to the particular products and services from which you have attempted to access and/or need services and support. For billing questions regarding your internet services, contact your internet service provider directly.
4. ACCOUNTS
If you choose to provide information to Red Agent Systems©, you agree to provide only true, accurate, current and complete information and you agree to update that information to ensure that it remains current and accurate. If you create a user account, you agree to accept responsibility for all activities that occur under your account or password, if any. You agree you will not sell, transfer, assign or share your user account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer so that others may not access any password-protected information or portion of the Red Agent Systems© websites using your name, username or password in whole or in part. Red Agent Systems© will not be liable to you for any loss or damages arising from your account.
5. ADDITIONAL RESTRICTIONS
You agree not to do any of the following in connection with the Red Agent Systems© websites, the products and services or the Content: (a) impersonating any person or entity; (b) use information, an account number, a device or any financial information that does not belong to you or for which you do not have permission to use; (c) violating the applicable local, state, federal and international law rule or regulation; (d) use any information provided to you on any Red Agent Systems© website, any part of the service or any Content in violation of this agreement or any other terms of service.
6. INFORMATION YOU SUBMIT
From time to time, Red Agent Systems© may provide you with certain functionality to which you can upload certain Content, information, data, software, resumes, job information, job postings, audio, video, text and/or other materials to Red Agent Systems© or a Red Agent Systems© website (your Upload Information). Red Agent Systems©, its parent, subsidiaries or affiants, board of directors, officers, employees or other representatives of each of them do not endorse the Content posted by you in your Upload Information. Red Agent Systems© reserves the right but is not obligated, to delete, move or edit your Upload Information, in whole or in part, submitted by you to a Red Agent Systems© website for any reason in its sole discretion. Your access to the Content and services shall be at the discretion of your subscribing agency. You acknowledge and agree that you are prohibited from accepting payment for your Upload Information, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial Content, in your Upload Information unless specifically allowed on the particular website.
All of your Upload Information is your sole responsibility. This means that you, not Red Agent Systems©, are entirely responsible for all your Upload Information that you upload, post, email, transmit or otherwise make available via the products and services. If you post personal information or information regarding items for sale or use or on other publicly available areas of the products and services then you may receive unsolicited messages from third-parties. Red Agent Systems© cannot ensure the security of any information you post on publicly available areas of the products and services. Under no circumstances will we be liable in any way for any of your Upload Information including, but not limited to, any errors or omissions in your Upload Information, for any loss or damage of any kind incurred as the result of your Upload Information. You represent that your Upload Information is an original work by you or you have all the necessary rights in it and to submit it to Red Agent Systems© under the terms of this User Agreement, that it is not defamatory; and that it does not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation any property ownership rights, intellectual property rights, rights of publicity or privacy or any other proprietary rights or otherwise violate any law, rule or regulation. You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees connected to or rising from your breach of any representation of warranty, or any other violation of the terms use applicable to the websites or this User Agreement.
Except as otherwise described in the applicable disclosures, the privacy notice contained herein or other terms of use or agreements applicable to your Upload Information, your Upload Information will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure to anyone, including but not limited to claimed intellectual property owners. When you Upload Information via the products and services, you irrevocably grant to Red Agent Systems©, its parents, subsidiaries, affiliates and partners a non-exclusive, world wide, royalty-free license containing without limitation, all rights and title and interest to your Upload Information, including without limitations, all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, royal rights, author’s rights, algorithms, rights and packaging, goodwill and other intellectual property and proprietary rights whatsoever in your Upload Information. You further agree that Red Agent Systems©, its parents, subsidiaries, affiliates and partners, directors, officers, employees, licensees and other representatives of each of them will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, display, archive, publish, sub-license, perform, reproduce, disclose, transmit, broadcast, post, sell, translate, create derivative works of, distribute and use for advertising, marketing, publicity and promotional purposes, any of your Upload Information or portions of your Upload Information, and your name, voice, likeness and other identifying information in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever including, without limitation, developing, manufacturing and marketing products using such uploaded information. You hereby waive any royal rights you may have in and to any of your Upload Information, even if such material is altered or changed in any manner not agreeable to you. You agree and understand that Red Agent Systems©, its parent, subsidiaries, affiliates, and partners are not obligated to use your Upload Information submitted to the products and services or otherwise, and they may alternatively choose to discard, and limit or block your Upload Information without any liability whatsoever.
You acknowledge that the websites, through Red Agent Systems©, its parent, subsidiaries, affiliates, and partners undertake no obligation to pre-screen your Upload Information but that they have the right, and sole discretion to modify, transmit or over various networks, refuse, block access to or move any of your Upload Information. You agree you must evaluate and bear all the risk associated with, the use of any of your uploaded information, including, but not limited to, any reliance on the accuracy, completeness or usefulness of your Upload Information. Since Red Agent Systems©, its parent, subsidiaries, affiliates, and partners may not pre-screen user generated contact you may bear legal responsibilities for others exposure to any offensive or indecent and objectionable content, or for any inaccurate, fraudulent or misrepresenting statements made in your content in your Upload Information.
You also acknowledge that to the extent that you access, through the websites, any uploaded information for any other user of the websites, Red Agent Systems© makes no warranties or representation with regard to said Content and you are solely responsible for any losses, damages, or any other liability incurred by your reliance on said Content and Upload Information.
7. DISCLAIMER OF WARRANTY
YOU UNDERSTAND THAT THE PRODUCTS AND SERVICES ARE NOT AVAILABLE ON ALL INTERNET SERVICE PROVIDERS AND IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR COMPUTER OR MOBILE DEVICE IS COMPATIBLE WITH THE PRODUCTS AND SERVICES. THE PRODUCTS AND SERVICES, INCLUDING BUT WITHOUT LIMITATION ALL CONTENT, SOFTWARE, DOCUMENTS, FUNCTIONS, MATERIALS, GRAPHICS, DATA AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT VIA THE RED AGENT SYSTEMS© WEBSITES, ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” TO THE FULL EXTENT PERMISSIBLE BY LAW. RED AGENT SYSTEMS© AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OF WARRANTIES OR ENDORSEMENTS OF ANY KIND ABOUT: (A) THE CONTENT MADE AVAILABLE TO YOU THROUGH THE RED AGENT SYSTEMS© WEBSITES; (B) THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE RED AGENT SYSTEMS© WEBSITES; (C) THE ABILITY OF THE PRODUCT AND SERVICES TO WORK WITH ANY PARTICULAR COMPUTER OR WIRELESS DEVICE OR INTERNET SERVICE PROVIDER OR WIRELESS SERVICE PROVIDER; OR (D) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH RED AGENT SYSTEMS© WEBSITES, THE PRODUCTS AND SERVICES, OR THROUGH YOUR INTERNET ACCESS DEVICE OR WIRELESS DEVICE. RED AGENT SYSTEMS© DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES, THE FUNCTIONS CONTAINED IN THE CONTENT OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE COMPLETE, ACCURATE, UNINTERRUPTED OR ERROR-FREE; THAT THE DEFECTS WILL BE CORRECTED; OR THAT THE PRODUCTS AND SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUS OR OTHER HARMFUL COMPONENTS.
RED AGENT SYSTEMS© DOES NOT REPRESENT OR WARRANT THAT YOUR ACTIVITIES OR USE OF THE PRODUCTS AND SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE PRODUCTS AND SERVICES INCLUDING, WITHOUT LIMITATIONS, THE CONTENT, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION, THE CONTENT. FURTHER, RED AGENT SYSTEMS© AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESSED OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR OF TRADE. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
8. LIMITATION OF LIABILITY
NEITHER RED AGENT SYSTEMS© NOR ITS PARENTS, SUBSIDIARIES OR AFFILIATES WILL BE LIABLE FOR THE USE OF THE PRODUCTS AND SERVICES OR CONTENT OR WEBSITES OR DAMAGE TO ANY USER’S COMPUTER OR WIRELESS DEVICE, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY TECHNICAL OR OTHER MALFUNCTION.
UNDER NO CIRCUMSTANCES WILL RED AGENT SYSTEMS©, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE OR OTHER KIND CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE , OR THE PERFORMANCE OF THE PRODUCTS AND SERVICES OR CONTENT, THE RED AGENT SYSTEMS© WEBSITE OR YOUR COMPUTER OR WIRELESS DEVICE OR ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY RED AGENT SYSTEMS© OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE PRODUCTS AND SERVICES, ANY CONTENT, THE RED AGENT SYSTEMS© WEBSITES OR YOUR COMPUTER OR WIRELESS DEVICE, EVEN IF FORESEEABLE OR IF RED AGENT SYSTEMS© HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER IN AN ACTION BASED ON TORT, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. IN ANY JURISDICTION WHERE SUCH LIMITATIONS ARE DEEMED UNENFORCEABLE, IN NO EVENT WILL RED AGENT SYSTEMS©’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSS, OR COST OF ACTION EXCEED THE LOSS OR CAUSE OF ACTION FOR THE MONTH IN WHICH THE ALLEGED DAMAGE, LOSS OR CAUSE OF ACTION WAS INCURRED.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT THAT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF RED AGENT SYSTEMS©’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW OR MOTION PICTURE OWNED OR CONTROLLED BY RED AGENT SYSTEMS© AND/OR ITS PARENTS, SUBSIDIARIES AND/OR AFFILIATES AND YOU WILL HAVE NO RIGHTS TO JOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY SUCH PROPERTY, PRODUCT, PROGRAM, ARTICLE, NEWS CONTENT, OR OTHER PRODUCT OF RED AGENT SYSTEMS©, OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY AGREEING TO THIS USER AGREEMENT, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH TO RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND AND HEREBY EXPRESSLY WAIVE SUCH CLAIMS, AND, TO THE EXTENT APPLICABLE, HEREBY WAIVE THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES ARE FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
9. INDEMNITY
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS RED AGENT SYSTEMS© AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES WITH RESPECT TO ANY AND ALL COSTS, CLAIMS, DEMANDS, INVESTIGATIONS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS AND EXPENSES, INCLUDING ATTORNEY’S FEES, AND LITIGATION EXPENSES, WHETHER IN TORT, CONTRACT, FOR STRICT LIABILITY, OR FOR THE VIOLATION OF ANY FEDERAL OR STATE OR LOCAL LAW OR REGULATION, ARISING OUT OF OR IN CONNECTION WITH USE OF RED AGENT SYSTEMS© WEBSITES OR YOUR BREACH OF THIS USER AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF THE PRODUCTS AND SERVICES, THE CONTENT OR THE RED AGENT SYSTEMS© WEBSITES. THIS INDEMNITY IS AFFECTED NOT WITHSTANDING THE NEGLIGENCE OF, IN WHOLE OR IN PART, RED AGENT SYSTEMS© AND YOU SPECIFICALLY AGREE TO INDEMNIFY RED AGENT SYSTEMS© FOR ITS OWN NEGLIGENCE EXCEPT THAT THIS INDEMNITY SHALL NOT APPLY TO THE SOLE NEGLIGENCE OR ANY INTENTIONAL ACT OF RED AGENT SYSTEMS© WHICH IS THE SOLE CAUSE OF ANY SUCH CLAIM. NOT WITHSTANDING THE FOREGOING, RED AGENT SYSTEMS© RETAINS THE EXCLUSIVE RIGHT TO SETTLE, COMPROMISE AND PAY ANY AND ALL CLAIMS AND DEMANDS, PROCEEDINGS, SUITS, ACTIONS OR CAUSES OF ACTION WHICH ARE BROUGHT AGAINST RED AGENT SYSTEMS© UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THIS PARTICULAR PROVISION FOR INDEMNITY AND IN NO EVENT WILL YOU SETTLE SUCH CLAIM WITHOUT RED AGENT SYSTEMS©’S PRIOR WRITTEN APPROVAL.
10. GOVERNING LAW, JURISDICTION AND VENUE
THIS USER AGREEMENT AND INTERPRETATION OF ITS TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO IT CONFLICTS OF LAWS, RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IF OTHERWISE APPLICABLE. YOU WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THE USER AGREEMENT, THE PRODUCTS AND SERVICES AND/OR THE CONTENT. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT, THE PRODUCTS AND SERVICES AND/OR THE WIRELESS CONTENT SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN THE STATE OF TEXAS, IN THE CITY OF HOUSTON, COUNTY OF HARRIS, AND JUDGMENT OF THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. ANY SUCH ARBITRATION PROCEEDING SHALL BE SUBJECT TO AND GOVERNED BY THE PROVISIONS OF THE TEXAS ARBITRATION ACT. ANY MATTERS OR PROCEEDINGS THAT ARE NOT SUBJECT TO ARBITRATION AS SET FORTH IN THIS AGREEMENT SHALL BE HELD IN THE STATE OF TEXAS, IN THE CITY OF HOUSTON, IN THE COUNTY OF HARRIS. YOU HEREBY WAIVE THE DEFENSE OF FORUM NONCONVENIENS. ANY CAUSE OF ACTION FILED BY YOU WITH REGARD TO THIS USER AGREEMENT MUST BE BROUGHT WITHIN TWO YEARS AND ONE DAY OF THE DATE OF THE ACCRUAL OF SUCH CLAIM OR CAUSE OF ACTION OR SHALL BE CONSIDERED BARRED BY LIMITATIONS. YOU ALSO AGREE THAT EACH SIDE TO ANY SUCH ARBITRATION PROCEEDING SHALL BEAR THEIR OWN ATTORNEYS FEES, COSTS AND COSTS OF ARBITRATION.
NOTWITHSTANDING THE ABOVE AND FOREGOING, WITH REGARD TO ANY FEES OWED BY YOUR AGENCY TO RED AGENT SYSTEMS© FOR ANY FEE BASED PRODUCTS OR SERVICES PROVIDED ON RED AGENT SYSTEMS© WEBSITES, YOU AGREE THAT RED AGENT SYSTEMS© MAY BRING AN ACTION FOR COLLECTION OF ANY SUCH UNPAID FEES IN A STATE OF COURT OF COMPETENT JURISDICTION IN HARRIS COUNTY, TEXAS; HOWEVER, ANY COUNTER-CLAIM YOU MAY FILE OR RAISE THEREIN WILL BE SUBJECT TO THE BINDING ARBITRATION PROVISIONS SET FORTH ABOVE.
YOU UNDERSTAND AND AGREE THAT RED AGENT SYSTEMS© MAY MODIFY, SUSPEND OR DISCONTINUE THE AVAILABILITY OF THE PRODUCTS AND SERVICES, THE CONTENT ON THE RED AGENT SYSTEMS© WEBSITES. RED AGENT SYSTEMS© MAY ALSO IMPOSES LIMITS ON CERTAIN FEATURES AND SERVICES AND RESTRICT OR DENY YOUR ACCESS TO PARTS OR ALL OF THE PRODUCTS AND SERVICES IN ITS SOLE DISCRETION WITHOUT NOTICE OR LIABILITY OF ANY KIND. YOU UNDERSTAND AND AGREE THAT RED AGENT SYSTEMS© WILL DETERMINE YOUR COMPLIANCE WITH THIS USER AGREEMENT IN ITS SOLE DISCRETION. RED AGENT SYSTEMS© RESERVES THE RIGHT TO TERMINATE THIS USER AGREEMENT AT ANYTIME IN ITS SOLE DISCRETION WITHOUT NOTICE OR LIABILITY OF ANY KIND. ANY VIOLATION OF THIS USER AGREEMENT MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES. UPON TERMINATION OF YOUR USER ACCOUNT OR THE LICENSE GRANTED BY RED AGENT SYSTEMS©, YOU MUST DESTROY ALL MATERIALS OBTAINED FROM RED AGENT SYSTEMS© AND ALL RELATED DOCUMENTATION, INCLUDING WITHOUT LIMITATION, ANY PRODUCTS AND SERVICES OR CONTENT. IN THE EVENT OF ANY TERMINATION BY RED AGENT SYSTEMS©, YOU WILL NOT BE ENTITLED TO ANY REFUND OF ANY RECURRING FEE OR ANY FEE CHARGED BY RED AGENT SYSTEMS©.
11. MISCELLANEOUS
PRIVACY NOTICE
Commitment to Confidentiality
Confidentiality is a top priority at Red Agent Systems©. We are committed to maintaining the highest level of confidentiality with all of the information we receive from this website's users. This Internet Privacy Statement assures you that the information you share with Red Agent Systems© is kept confidential and fully secure.
Links to other websites may be available to provide you with additional useful information and services. Links that take you off this website are clearly labeled. Red Agent Systems© is not responsible for the privacy policies or actions of those who control other websites. We encourage you to look for and review the privacy policies of any website you visit.
We may also partner with third parties to provide links to third-party websites to offer you additional information and services. You may see both the Red Agent Systems© logo and the third party's logo on these third-party websites. Users of these websites should be aware of who is collecting personal information and whose Internet Privacy Statement applies before providing personal information. Red Agent Systems© may not have control over third-party partners' use of your information.
Collection and Use of Personal Information
Users of this website have the option to provide certain personal information. This personal information may be required in order to receive specific services. By providing such information, you are agreeing that Red Agent Systems© may store, process, and review such information. And we may use this personal information for the purpose for which it was collected.
We may collect certain personally identifiable information from our users at different places within this website. Our definition of personally identifiable information includes any information that may be used to specifically identify or contact you, such as your name, mail address, telephone number, cellular phone number, text message number, fax number, e-mail address, etc. Certain information may not be personally identifiable when standing alone (e.g., your age), but may become so when combined with other information (e.g., your age and address).
We recognize that when website users choose to provide personal information, they trust that we will protect their privacy and will provide them with choices about how that information is to be shared. Red Agent Systems© will not sell, trade, rent or disclose the personal information that you provide unless you authorize us to do so or required to do so by law.
There are instances in which Red Agent Systems© may disclose website user's personal information to our agents, third-party partners, affiliates, and subsidiaries to enable them to perform functions on our behalf. These companies are only permitted to share, store and/or use personal information for contracted business purposes.
We may share your personal information when we believe that such action is necessary to: 1) fulfill an enforceable government request; 2) conform with the requirements of the law or legal process; 3) protect or defend our legal rights or property, this website, or other users; or 4) protect your health and safety or the health and safety of this website's users or the general public.
To gauge the effectiveness of this website, we may collect non-personal information about our website users. This information may include, among other things, your: IP address, browser type, internet service provider (ISP), domain names, referring/exit pages, operating system, date/time stamp, and clickstream data. We may use this information, which does not identify individual users, to analyze trends, to administer the website, to track users' movements around the site and to gather demographic information about our user base as a whole. We do not link this automatically collected data to personal information.
Our mobile application may collect additional information such as Device type, Device OS version, Device name, API method, etc. We may use this information to administer the application and to analyze application trends. Geo-location data includes zip code entered by the user for use within the Provider/Pharmacy search function.
Internal security procedures
Information that you share on the website is kept strictly confidential and fully secure. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it.
No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security. Only authorized persons are permitted to access your personal information. All authorized persons must abide by security, privacy, and confidentiality agreements.
California privacy law
Residents of the State of California, under certain provisions of the California Civil Code, have the right to request from companies conducting business in California a list of all third-parties to which the company has disclosed certain personally identifiable information as defined under California law during the preceding year for third-party direct marketing purposes. You are limited to one request per calendar year. In your request, please attest to the fact that you are a California resident and provide a current California address for our response. You may request the information in writing by contacting the Red Agent Systems© and requesting same.
Children's privacy
This website is not intended for use by children under the age of 18.
Internet Privacy Statement changes
This Internet Privacy Statement is effective as of September 1, 2014. This Internet Privacy Statement is not intended to and does not create any contractual or other legal rights with or on behalf of any party.
If we decide to change this website's privacy practices, we will post those changes to this Internet Privacy Statement and other places that we deem appropriate so that you are aware of what information is being collected, how the information is being used, and under what circumstances, if any, the information may be disclosed. Red Agent Systems© reserves the right to modify this Internet Privacy Statement at any time, so please review it frequently.