Terms and Conditions

1. THIS IS AN AGREEMENT BETWEEN YOU AND REDSPR

This is an agreement ("Agreement") between you and REDSPR Limited (or, if applicable based on where you live, one of its affiliates) ("REDSPR"). This Agreement governs your use of any Web site or Web page operated by REDSPR. You represent that you are at least 18 years of age and have attained the age of majority in the province, state or country in which you reside, and any information that you submit is correct.

REDSPR OFFERS THE WEB SITES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE WEB SITES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 9, 10, and 11); AND AN EXCLUSIVE REMEDY (See Section 10). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.

2. HOW REDSPR MAY MODIFY THIS AGREEMENT

REDSPR reserves the right to change the terms, conditions, and notices under which it offers the REDSPR Web Sites, including any charges associated with the use of the REDSPR Web Sites. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on any REDSPR Web Site. Your continued use of the REDSPR Web Sites after the effective date of such changes constitutes your acceptance of and agreement to such changes.

3. ADDITIONAL TERMS

Any REDSPR Web Site may itself contain additional terms (for example, codes of conduct or guidelines) that further govern use of that REDSPR Web Site, including without limitation, particular features or offers. If any terms contained in this Agreement conflict with any terms contained within a REDSPR Web Site, then the terms in this Agreement shall control.

4. NO UNLAWFUL OR HARMFUL USE OF THE REDSPR WEB SITES

You will not use the REDSPR Web Sites in any way that is unlawful, or harms REDSPR, its affiliates, resellers, distributors, service providers and/or suppliers (each, a "REDSPR Party" and collectively, the "REDSPR Parties") or any customer of a REDSPR Party, as determined in REDSPR's sole discretion. REDSPR may tell you about certain specific harmful uses in a code of conduct or other notices available through a REDSPR Web Site, but has no obligation to do so. You may not use the REDSPR Web Sites in any way that breaches any code of conduct, policy or other notice applicable to the REDSPR Web Sites. Without limiting the generality of this section, you may not use the REDSPR Web Sites in any manner that could damage, disable, overburden, or impair any REDSPR Web Site (or the network(s) connected to any REDSPR Web Site) or interfere with any other party's use and enjoyment of the REDSPR Web Sites.

5. SPAM IS PROHIBITED AND CAUSES DAMAGE; SPAM FILTERING TECHNOLOGY

Without limiting the generality of Section 4, you will not use the REDSPR Web Sites to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail.

6. MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING

For materials you post or otherwise provide to REDSPR related to the REDSPR Web Sites (a "Submission"), you grant REDSPR permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with the REDSPR Web Sites, and (2) sublicense these rights, to the maximum extent permitted by applicable law. REDSPR will not pay you for your Submission. REDSPR may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. To the maximum extent permitted by applicable law, REDSPR may monitor your e-mail, or other electronic communications and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of the REDSPR Parties or any customer of a REDSPR Party.

7. SOFTWARE

Your use of any software associated with the REDSPR Web Sites will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software. If you receive any software that is not accompanied by a EULA, then REDSPR grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the REDSPR Web Sites and in accordance with this Agreement. REDSPR reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. REDSPR or its suppliers own the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. You will not disassemble, decompile, or reverse engineer, such software, except and only to the extent that such activity is expressly permitted by applicable law. REDSPR may automatically check your version of such software and may automatically download upgrades to such software to your computer to update, enhance and further develop the REDSPR Web Sites.

8. INFORMATION AVAILABLE FROM THE REDSPR WEB SITES

REDSPR and its suppliers do not warrant or guarantee the accuracy or timeliness of any information available from the REDSPR Web Sites including stock quotes, even if such information appears in any e-mail, pager, cell phone or other alerts available through the REDSPR Web Sites. REDSPR and its suppliers do not authorize the use of information available from the REDSPR Web Sites including stock quote or other financial information, for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes.

9. REDSPR MAKES NO WARRANTY

REDSPR PROVIDES THE REDSPR WEB SITES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REDSPR PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE REDSPR PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE REDSPR WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

10. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

IN NO EVENT WILL ANY REDSPR PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE REDSPR WEB SITES, EVEN IF SUCH REDSPR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 10 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE REDSPR WEB SITES, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY REDSPR PARTY WITH RESPECT TO THIS AGREEMENT OR THE REDSPR WEB SITES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE REDSPR WEB SITES.

11. CHANGES TO THE REDSPR WEB SITES; ADDITIONAL LIABILITY LIMITATION

THE REDSPR PARTIES MAY CHANGE THE REDSPR WEB SITES OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the REDSPR Web Sites, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, "Content") originated by REDSPR and persons other than REDSPR (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT THE REDSPR PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT REDSPR IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE REDSPR WEB SITES, (2) ANY INCOMPATIBILITY BETWEEN THE REDSPR WEB SITES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE REDSPR WEB SITES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THOUGH LINKS CONTAINED ON THE REDSPR WEB SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 9, 10 AND 11 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

12. TERMINATION; ACCESS RESTRICTION

REDSPR may terminate this Agreement, or terminate or suspend your access to the REDSPR Web Sites at any time, with or without cause, with or without notice. Upon such termination or suspension, your right to use the REDSPR Web Sites will immediately cease. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON THE REDSPR WEB SITES MAY NOT BE RETRIEVED LATER.

13. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

If this Agreement is with REDSPR Limited, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of England and Wales, without reference to conflict of laws principles. If this Agreement is with a REDSPR affiliate, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the place of incorporation for such REDSPR affiliate, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of the country to which the subject REDSPR Web Sites are directed. If this Agreement is with REDSPR Limited, you hereby irrevocably consent to the exclusive jurisdiction and venue of England and Wales in all disputes arising out of or relating to the use of the REDSPR Web Sites. If this Agreement is with a REDSPR affiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such REDSPR affiliate in all disputes arising out of or relating to the use of the REDSPR Web Sites.

14. INTERPRETING THE AGREEMENT; ASSIGNMENT

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. REDSPR may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the REDSPR Web Sites. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and REDSPR with respect to the REDSPR Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and REDSPR with respect to the REDSPR Web Sites. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

15. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM

YOU AND REDSPR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE REDSPR WEB SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16. COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS

All contents of the REDSPR Web Sites are Copyright ? 2004 REDSPR Limited and/or its suppliers, All rights reserved. REDSPR, REDCRM, REDCRM logo, and/or other REDSPR products and services referenced herein may also be either trademarks or registered trademarks of REDSPR in the United Kingdom and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved.

17. OTHER NOTICES

Third Party Account Information
By using the "Consolidation" service through the REDSPR Web Sites, you authorize REDSPR and its agents to access third party sites designated by you or on your behalf, to retrieve information requested by you, and you appoint REDSPR and its agents as your agent for this limited purpose. Each time you enter your account login information, you are permitting REDSPR and its agents to process your request and use information submitted by you to accomplish the foregoing. You will choose a password when registering.